Attached files
file | filename |
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EX-3.2 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex3-2.htm |
EX-3.1 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex3-1.htm |
EX-10.1 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex10-1.htm |
EX-5.1 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex5-1.htm |
EX-99.1 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex99-1.htm |
EX-23.1 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex23-1.htm |
EX-10.2 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex10-2.htm |
EX-3.3 - MEDISAFE 1 TECHNOLOGIES CORP | v175100_ex3-3.htm |
As
filed with the Securities and Exchange Commission on January 26, 2010
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 4 TO
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Medisafe
1 Technologies Corp.
(Name of
Small Business Issuer in its Charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
3841
(Primary
Standard Industrial Classification Code Number)
46-0523031
(I.R.S.
Employer Identification Number)
c/o Jacob
Elhadad
5A
Hataltan Street
Jerusalem,
Israel 96926
Phone
number: 972-77-3318877
Fax
number: 972-77-3318879
(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
Medisafe
1 Technologies Corp.
113
Barksdale Professional Center
Newark,
DE 19711
Tel.
302-266-9367
(Name,
address, including zip code, and telephone number,
Including
area code, of agent for service)
Copies of
communications to:
Michael
S. Krome, Esq.
8 Teak
Court
Lake
Grove, New York 11755
Telephone
No.: (631) 737-8381
Facsimile
No.: (631) 737-8382
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
o
|
Accelerated
Filer
|
o
|
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
|
(Do
not check if a smaller reporting company)
|
1
Calculation of Registration
Fee
Proposed
|
|||||||||||||||||
Proposed
|
Maximum
|
Amount
|
|||||||||||||||
Title
|
Amount
|
Maximum
|
Aggregate
|
of
|
|||||||||||||
Of Securities
|
to be
|
Offering Price
|
Offering Price
|
Registration
|
|||||||||||||
To be Registered
|
Registered
|
Per Share
|
(1)
|
Fee (1)
|
|||||||||||||
Common
Stock,(1)
|
4,000,000
|
$
|
0.025
|
$
|
100,000
|
$
|
6.00
|
||||||||||
Par
value $0.0001
|
|||||||||||||||||
Per
share
|
(1)
|
Estimated
pursuant to Rule 457(o) under the securities Act of 1933 solely for the
purpose of computing the amount of the registration
fee.
|
Medisafe
does not intend to escrow any funds received through this offering. Once funds
are received as the result of a completed sale of common stock being issued by
us, those funds will be placed into our corporate bank account and may be used
at the discretion of the management whereby there will be no refunds to the
investors.
The
registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Preliminary
Prospectus Subject To Completion Dated February 23, 2010
Medisafe
1 Technologies Corp.
Up
to a Maximum of 4,000,000 Shares of Common Stock at $0.025 Per
Share
2
We are
offering for sale a maximum of 4,000,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $0.025 per
share. There is no minimum amount of shares that we must sell in our direct
offering, and therefore no minimum amount of proceeds will be raised. No
arrangements have been made to place funds into escrow or any similar account.
Upon receipt, offering proceeds will be deposited into our operating account and
used to conduct our business and operations. We are offering the shares without
any underwriting discounts or commissions. The purchase price is $0.025 per
share. If all 4,000,000 shares are not sold within 180 days from the date
hereof, (which may be extended an additional 90 days in our sole discretion),
the offering for the balance of the shares will terminate and no further shares
will be sold. If all of the shares offered by us are purchased, the gross
proceeds to us will be $100,000. This is our initial public offering and no
public market currently exists for shares of our common stock.
We intend
for our common stock to be sold by our officers and Directors. Such persons will
not be paid any commissions for such sales.
We will
pay all expenses incurred in this offering. The offering will terminate 180 days
after this registration statement is declared effective by the Securities and
Exchange Commission. However, we may extend the offering for up to 90 days
following the 180 day offering period.
Our
common stock is presently not traded on any public market or securities
exchange, and we have not applied for listing or quotation on any public
market.
THE
SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 7.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. We may not sell these securities until
the registration statement becomes effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
The date of this
prospectus is February 23,
2010
3
TABLE OF
CONTENTS
Prospectus
Summary
|
5
|
Our
Company
|
5
|
Our
Direct Public Offering
|
5
|
The
Offering
|
6
|
Selected
Summary Financial Data
|
7
|
Risk
Factors
|
9
|
Risks
Relating to Our Company
|
9
|
Risks
Relating to Our Common Stock
|
14
|
Use
of Proceeds
|
15
|
Percent
of Net Proceeds Received
|
16
|
Determination
of Offering Price
|
16
|
Dilution
|
17
|
Our
Business
|
18
|
General
Development
|
18
|
Business
Summary and Background
|
18
|
Third-Party
Manufacturers
|
20
|
Intellectual
Property
|
20
|
Competition
|
20
|
Patent,
Trademark, License & Franchise Restrictions
|
21
|
Contractual
Obligations & Concessions
|
21
|
Existing
or Probable Government Regulations
|
22
|
Employees
|
22
|
Transfer
Agent
|
22
|
Research
and Development
|
22
|
Description
of Property
|
22
|
Management's
Discussion
|
23
|
Analysis
or Plan of Operation
|
23
|
Plan
of Operation
|
23
|
General
working capital
|
24
|
Other
|
24
|
Recently
Issued Accounting Pronouncements
|
24
|
Off-Balance
Sheet Arrangements
|
25
|
Inflation
|
25
|
Market
for Common Equity
|
26
|
Related
Stockholder Matters
|
26
|
Market
Information
|
26
|
Security
Holders
|
26
|
Dividend
Policy
|
26
|
Securities
Authorized Under Equity Compensation Plans
|
26
|
Directors,
Executive Officers, Promoters,
|
27
|
Directors
and Executive Officers
|
27
|
Audit
Committee and Financial Expert
|
28
|
Code
of Ethics
|
28
|
Potential
Conflicts of Interest
|
29
|
Involvement
in Certain Legal Proceedings
|
29
|
Executive
Compensation
|
29
|
Summary
Compensation Table
|
30
|
Option/SAR
Grants
|
30
|
Long-Term
Incentive Plans and Awards
|
30
|
Compensation
of Directors
|
30
|
Employment
Contracts, Termination of Employment
|
30
|
Change-In-Control
Arrangements
|
30
|
Certain
Relationships and Related Transactions
|
31
|
Director
Independence
|
31
|
Security
Ownership of Certain Beneficial Owners and Management
|
32
|
Legal
Proceedings
|
32
|
Description
of Securities
|
32
|
Our
Common Stock
|
32
|
Our
Preferred Stock
|
33
|
Plan
of Distribution
|
33
|
Offering
Period and Expiration Date
|
34
|
Procedures
for Subscribing
|
34
|
Right
to Reject Subscriptions
|
35
|
Underwriters
|
35
|
Regulation
m
|
35
|
Section
15(g) of the Exchange Act
|
35
|
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
|
36
|
Indemnification
for Securities Act Liabilities
|
36
|
Legal
Matters
|
36
|
Experts
|
36
|
Interest
of Named Experts and Counsel
|
37
|
Available
Information
|
37
|
Information
Not Required In Prospectus
|
38
|
Item
24. Indemnification of Directors and Officers
|
38
|
Item
25. Other Expenses of Issuance and Distribution
|
38
|
Item
26. Recent Sales of Unregistered Securities
|
38
|
Item
27. Exhibits
|
39
|
Item
28. Undertakings
|
39
|
Signatures
|
42
|
4
PROSPECTUS
SUMMARY
The
following summary highlights selected material information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "Risk
Factors" section, the financial statements, and the notes to the financial
statements.
OUR
COMPANY
We were
incorporated in Delaware on July 7, 2009 and are a development stage company. On
July 15, 2009, we entered into an exclusive worldwide patent sale agreement (the
"Patent Transfer and Sale Agreement ") with Yisrael Elhadad and Yisrael Gottlieb
, in relation to a patented technology (Patent Number: 7,347,841) for a medical
assembly and a protector, or locking mechanism, that is intended to ensure that
the substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient. The Medisafe
technology has the potential to be adopted as a standard in all major markets,
making a decisive contribution towards the elimination of errors from injectable
medication. It was transferred to Medisafe 1 Technologies Ltd. in exchange for a
commitment to pay Yisrael Elhadad and Yisrael Gottlieb , US $100,000 (One
hundred thousand United States Dollars), according to the condition specified in
the Patent Transfer and Sale Agreement related to the Patent Number: 7,347,841.
The
Medisafe 1 Technologies Corporation invention, based on a patented technology,
is a medical assembly which may effectively prevent unauthorized administration
of a drug or medicinal substance by hypodermic needle. It accomplishes this by
taking a medical assembly and incorporating a locking mechanism that is intended
to ensure the substance cannot be released from the hypodermic needle without
positive pre-matching between the substance and the specific patient, identified
by bar-coding or other identification technology. Since some human interaction
will be required in the labeling, administering, and using the intended device,
Medisafe 1 cannot entirely remove the risk of human error. It is expected that
the system can be applied not only to hypodermic needles, but also to any
assembly for storing any kind of medicine.
The
company plans to recruit a medical advisory board during the first quarter of
2010 (Q1 2010), comprised of experienced academics and senior medical
professionals. Once the medical advisory board is in place, one of the tasks of
the advisory board will be to determine whether FDA approval is required. It is
understood that seeking FDA approval is both time-consuming and costly. If it is
found that it is required, Medisafe currently expects this process to take
between 6 – 12 months. This shorter approval period is anticipated because the
Medisafe medical assembly is not an internal device, but rather one that is used
externally. There is currently no budget for any process related to getting FDA
approval and as such, should the medical advisory board suggest that Medisafe
needs such approval, additional funding will have to be raised to cover this
process.
We do not
yet have a fully operational working valid prototype, but intend to create one.
Once the working prototype has been developed, we will then work to develop and
manufacture the Product or license the manufacturing and related marketing and
selling rights to a third party.
Our
principal offices are located at 50 Hataltan Street, Jerusalem , Israel. Our
telephone number is 972- (2) 6515089 . Our registered office in Delaware is
located at 113 Barksdale Professional Center, Newark, DE 19711, and our
registered agent is Delaware Intercorp.
All
references to "we," "us," "our," or similar terms used in this prospectus refer
to Medisafe 1 Technologies Corporation. Our fiscal year end is December
31.
Our
auditors have issued an audit opinion which includes a statement describing our
going concern status. Our financial status creates substantial doubt whether we
will continue as a going concern. Investors should note, we have not generated
any revenues to date, we do not yet have any products available for sale, and we
do not have a fully operational valid working prototype of our proposed
product.
As
of September 30, 2009, our company has limited cash and will need to raise
additional capital within the next twelve months, even if we are able
to sell the maximum number of shares. The company has no full time employees and
our two current officers/directors intend to devote approximately five hours per
week to Medisafe 1 business activities.
OUR
DIRECT PUBLIC OFFERING
We are
offering for sale up to a maximum of 4,000,000 shares of our common stock
directly to the public. There is no underwriter involved in this offering. We
are offering the shares without any underwriting discounts or commissions. The
purchase price is $0.025 per share. If all of the shares offered by us are
purchased, the gross proceeds before deducting expenses of the offering will be
up to $100,000. The expenses associated with this offering are estimated to be
$20,000 or approximately 20% of the gross proceeds of $100,000 if all the shares
offered by us are purchased. If all the shares offered by us are not purchased,
then the percentage of offering expenses to gross proceeds will be higher and a
lower amount of proceeds will be realized from this offering.
5
This is
our initial public offering and no public market currently exists for shares of
our common stock. We can offer no assurance that an active trading market will
ever develop for our common stock.
The
offering will terminate six months after this registration statement is declared
effective by the Securities and Exchange Commission. However, we may extend the
offering for up to 90 days following the six month offering period.
THE
OFFERING
Total
shares of common stock outstanding prior to the offering
|
6,000,000
shares
|
|
|
||
Shares
of common stock being offered by us
|
4,000,000
shares
|
|
|
||
Total
shares of common stock outstanding after the offering
|
10,000,000
shares
|
|
|
||
Gross
proceeds:
|
Gross
proceeds from the sale of up to 4,000,000 shares of our common stock will
be $100,000. Use of proceeds from the sale of our shares will be used as
general operating capital to allow us to develop a fully operational valid
prototype of the device and attempt to bring our product to
market.
|
|
|
||
Risk
Factors
|
|
There
are substantial risk factors involved in investing in our Company. For a
discussion of certain factors you should consider before buying shares of
our common stock, see the section entitled "Risk
Factors."
|
This is a
self-underwritten public offering, with no minimum purchase requirement. Shares
will be offered on a best efforts basis and we do not intend to use an
underwriter for this offering. We do not have an arrangement to place the
proceeds from this offering in an escrow, trust, or similar account. Any funds
raised from the offering will be immediately available to us for our immediate
use.
As
used in this prospectus, references to the "Company," "we," "our," or "us" refer
to Medisafe 1 Technologies Corp., unless the context otherwise
indicates.
A
Cautionary Note on Forward-Looking Statements
This
prospectus contains forward-looking statements which relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors,” that may cause our or our industry’s actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
6
SELECTED
SUMMARY FINANCIAL DATA
This
table summarizes our operating and balance sheet data as of the periods
indicated. You should read this summary financial data in conjunction with the
"Plan of Operations" and our audited financial statements and notes thereto
included elsewhere in this prospectus.
(July 7, 2009)
|
||||
|
Through
|
|||
|
(December 31,
2009)
|
|||
|
(Audited)
|
|||
|
|
|||
Statement
of Operations:
|
|
|||
|
|
|||
Total
revenues
|
$ | - | ||
|
||||
Total
operating expenses
|
$ |
122,114
|
||
|
||||
(Loss)
from operations
|
$ | (122,114 | ) | |
|
||||
Net
(loss)
|
$ | (122,114 | ) | |
|
||||
(Loss)
per common share
|
$ | (0.02 | ) | |
|
||||
Weighted
average number of common shares outstanding - Basic and
diluted
|
5,831,461
|
7
As of
|
||||
|
(December
31,
2009)
|
|||
|
(Audited)
|
|||
|
|
|||
Balance
Sheet:
|
|
|||
|
|
|||
Cash
in bank
|
$ | 600 | ||
|
||||
Deferred
Offering Costs
|
$ | 20,000 | ||
|
||||
Total
current assets
|
$ | 20,600 | ||
|
||||
Total
assets
|
$ | 20,600 | ||
|
||||
Total
current liabilities
|
$ |
20,214
|
||
|
||||
Total
liabilities
|
$ |
142,114
|
||
|
||||
Total
stockholders' (deficit)
|
$ | (121,514 | ) | |
|
||||
Total
liabilities and stockholders' equity
|
$ | 20,600 |
8
RISK
FACTORS
This
investment has a high degree of risk. Before you invest you should carefully
consider the risks and uncertainties described below and the other information
in this prospectus. If any of the following risks actually occur, our business,
operating results and financial condition could be harmed and the value of our
stock could go down. This means you could lose all or a part of your
investment.
RISKS
RELATING TO OUR COMPANY
1.
|
We
are a development stage company with no operating history and may never be
able to carry out our business plan or achieve any revenues or
profitability; at this stage of our business, even with our good faith
efforts, potential investors have a high probability of losing their
entire investment.
|
We are
subject to all of the risks inherent in the establishment of a new business
enterprise. We were established on July 7, 2009, for the purpose of engaging in
the development, manufacture, and sale of medical assemblies and protectors
which ensure that the substance cannot be released from the hypodermic needle
without positive pre-matching between the substance and the specific patient. We
have not generated any revenues nor have we realized a profit from our
operations to date, and there is little likelihood that we will generate any
revenues or realize any profits in the short term. Any profitability in the
future from our business will be dependent upon the successful development of a
medical assembly and protector, which itself is subject to numerous
industry-related risk factors as set forth herein. We may not be able to
successfully carry out our business. There can be no assurance that we will ever
achieve any revenues or profitability. Accordingly, our prospects must be
considered in light of the risks, expenses, and difficulties frequently
encountered in establishing a new business in our industry, and our Company is a
highly speculative venture involving significant financial risk.
2.
|
We
expect to incur operating losses in the next twelve months because we have
no plan to generate revenues unless and until we successfully develop a
valid prototype of our a medical assembly and
protector.
|
We have
never generated revenues. We intend to engage in the manufacture and
distribution of medical assemblies and protectors which ensure that the
substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient. We own the right to
exploit the technology and patent for the new invention. However, our medical
assemblies and protectors are not currently available for sale. We intend to
develop a fully workable prototype, which can then be used to develop and
manufacture the actual product. We will rely on third parties to develop
workable prototypes and to work with us to manufacture the product. We expect to
incur operating losses over the next twelve months because we have no source of
revenues unless and until we are successful in developing a workable prototype
of our adapters. We cannot guarantee that we will ever be successful in
developing a workable prototype or in generating revenues in the future. We
recognize that if we are unable to generate revenues, we will not be able to
earn profits or continue operations. We can provide investors with no assurance
that we will generate any operating revenues or ever achieve profitable
operations.
3.
|
If
we are unable to obtain funding for development of a valid prototype, we
will have to delay development of our valid prototype and/or go change our
line of business, which could result in the loss of your total
investment.
|
We intend
to use a part of the funds to be raised in this offering to develop a workable
prototype for our medical assemblies and protectors. As such, if we are unable
to raise at least $40,000, we will not have sufficient funds to engage a
manufacturing company to work with us to develop a workable prototype. If we
raise only $40,000, we believe that we will have funds available to reach the
basic goals of our business plan; however, we believe we will need an additional
$60,000 in order to bring the product to market on a full-scale basis. Since
there are no refunds on the shares sold in this offering, if any, you may be
investing in a company that will not have the funds necessary to commence
operations.
9
4.
|
We
do not have sufficient cash to fund our operating expenses for the next
twelve months, and we will require additional funds through the sale of
our common stock, which requires favorable market conditions and interest
in our activities by investors. We may not be able to sell our common
stock and funding may not be available for continued
operations.
|
There is
not enough cash on hand to fund our administrative expenses and operating
expenses or our proposed research and development program for the next twelve
months. In addition, we will require substantial additional capital following
the development of a valid workable prototype for our medical assemblies and
protectors in order to market, arrange for the manufacturing of, and sell our
product. Because we do not expect to have any cash flow from operations within
the next twelve months, we will need to raise additional capital, which may be
in the form of loans from current stockholders and/or from public and private
equity offerings. Our ability to access capital will depend on our success in
implementing our business plan. It will also depend upon the status of the
capital markets at the time such capital is sought. Should sufficient capital
not be available, the implementation of our business plan could be delayed and,
accordingly, the implementation of our business strategy would be adversely
affected. If we are unable to raise additional funds in the future, we may have
to cease all substantive operations. In such event it would not be likely that
investors would obtain a profitable return on their investment or a return of
their investment at all.
5.
|
Our auditors have expressed
substantial doubt about our ability to continue as a going concern, and if
we do not raise at least $40,000 from our offering, we may have to suspend
or cease operations within twelve
months.
|
Our
audited financial statements for the period from July 7, 2009, through September
30, 2009, were prepared using the assumption that we will continue our
operations as a going concern. We were incorporated on July 7, 2009, and do not
have a history of earnings. As a result, our independent accountants in their
audit report have expressed substantial doubt about our ability to continue as a
going concern. Continued operations are dependent on our ability to complete
equity or debt financing activities or to generate profitable operations. Such
capital formation activities may not be available or may not be available on
reasonable terms. Our financial statements do not include any adjustments that
may result from the outcome of this uncertainty. We believe that if we do not
raise at least $40,000 from our offering, we may have to suspend or cease
operations within twelve months. Therefore, we may be unable to continue
operations in the future as a going concern. If we cannot continue as a viable
entity, our stockholders may lose some or all of their investment in the
Company.
6.
|
We
have no track record that would provide a basis for assessing our ability
to conduct successful business activities. We may not be successful in
carrying out our business
objectives.
|
The
revenue and income potential of our proposed business and operations are
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision-making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful in developing a valid workable
prototype of our product and thereafter making it available for sale. There is a
substantial risk that we will not be successful in implementing our business
plan, or if initially successful, in thereafter generating any operating
revenues or in achieving profitable operations.
10
7.
|
Because
we are not making provisions for a refund to investors, you may lose your
entire investment.
|
Even
though our business plan is based upon the complete subscription of the shares
offered through this offering, the offering makes no provisions for refund to an
investor. We will utilize all amounts received from newly issued common stock
purchased through this offering even if the amount obtained through this
offering is not sufficient to enable us to go forward with our planned
operations. Any funds received from the sale of newly issued stock will be
placed into our corporate bank account. We do not intend to escrow any funds
received through this offering. Once funds are received as the result of a
completed sale of common stock being issued by us, those funds will be placed
into our corporate bank account and may be used at the discretion of
management.
8.
|
As a development stage company,
we may experience substantial cost overruns in developing our prototype
and creating a strategy for future stages such as manufacturing and
marketing our product, and we may not have sufficient capital to
successfully complete the development and marketing of our
product .
|
We
may experience substantial cost overruns in manufacturing and marketing our
prototype and then the product itself, and may not have sufficient capital to
successfully complete our project. We may not be able to manufacture or market
our product because of industry conditions, general economic conditions, and/or
competition from potential manufacturers and distributors. In addition, the
commercial success of any product is often dependent upon factors beyond the
control of the company attempting to market the product, including, but not
limited to, market acceptance of the product, medical industry or governmental
restrictions, and whether or not third parties promote the products through
prominent marketing channels and/or other methods of promotion. Even if we do
succeed in raising the capital to develop a prototype and begin manufacturing
our proposed product, we cannot ensure that the final cost addition, if any, for
this device will be found by the health professional industry to be warranted
and reasonable and therefore we cannot ensure that the product, if developed,
will actually find popularity and acceptance in the medical
industry.
9.
|
We will rely on third parties
to develop a prototype and to manufacture our proposed
product .
|
We will
rely on third parties to develop a prototype and to work with us to manufacture
the product. If we are unable to enter into manufacturing or distribution
agreements, or if our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our product as
planned. In addition, we may not be able to contract with third parties to
manufacture our product in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our adapters, which would result in losses of sales and
goodwill.
10.
|
We
are a small company with limited resources compared to some of our current
and potential competitors and we may not be able to compete effectively
and increase market share.
|
Medical
devices in general, as well as medical assemblies and protectors, are part of an
industry that is highly regulated and competitive and although we believe our
technology offers unique developments, we cannot guarantee that these unique
features are enough to effectively capture a significant enough market share to
successfully launch and sustain our product. Although there is no one in the
industry that has successfully brought a product like ours to market,
nonetheless, our current and potential competitors have longer operating
histories, significantly greater resources and name recognition, and a larger
base of distributors and customers than we have. As a result, these competitors
have greater name credibility with our potential distributors and customers. Our
competitors also may be able to adopt more aggressive pricing policies and
devote greater resources to the development, promotion, and sale of their
products and services than we can to ours. To be competitive, we must continue
to invest significant resources in research and development, sales and
marketing, and customer support. We may not have sufficient resources to make
these investments or to develop the technological advances necessary to be
competitive, which in turn will cause our business to suffer and restrict our
profitability potential.
11
11.
|
Our
success depends on third party distribution
channels.
|
We intend
to sell our product ourselves and through a series of resellers and
distributors. Our future revenue growth will depend in large part on sales of
our product through these relationships. We may not be successful in developing
distribution relationships. Entities that distribute our product may compete
with us. In addition, these distributors may not dedicate sufficient resources
or give sufficient priority to selling our product. Our failure to develop
distribution channels, the loss of a distribution relationship, or a decline in
the efforts of a material reseller or distributor could prevent us from
generating sufficient revenues to become profitable.
12.
|
Changing
consumer preferences may negatively impact our
business
|
The
Company's success is dependent upon the ongoing need and appeal for a medical
assembly that ,may effectively prevent unauthorized administration of a drug or
medicinal substance by hypodermic needle. (Since some human interaction will be
required in the labeling, administering, and using the intended device, Medisafe
1 cannot entirely remove the risk of human error.) Consumer and medical
professional preferences with respect to such medical devices are continuously
changing and are difficult to predict. As a result of changing consumer
preferences, many medical assemblies are successfully marketed for a short
period of time and then interest or demand or consumer requirements change. We
cannot assure you that our product will achieve customer acceptance or be
accepted by medical professionals willing to work with it, or that it will
continue to be popular with consumers and medical professionals for any
significant period of time, or that new products will achieve an acceptable
degree of market acceptance, or that if such acceptance is achieved, it will be
maintained for any significant period of time. Our success is dependent upon our
ability to develop, introduce, and gain customer acceptance, including those in
the medical field, willing to continue on a long term basis to adapt their
normal workflow to using the of the Company’s medical assembly and
protector that is intended to ensure that the substance they are going to
administer to the patient cannot be released from the hypodermic needle without
positive pre-matching between the substance and the specific product, and while
using this device, it proves to be cost-effective. The failure of our product to
achieve and sustain market acceptance and to produce acceptable margins could
have a material adverse effect on our financial condition and results of
operations.
13.
|
Because our Directors and
officers have no experience in running a company that sells adapters, they
may not be able to successfully operate such a business which could cause
you to lose your
investment .
|
We are a
development stage company and we intend to manufacture, market, and sell
adapters. Jacob Elhadad and Yisrael Gottlieb, our current Directors and
officers, have effective control over all decisions regarding both policy and
operations of our Company with no oversight from other management. Our success
is contingent upon the ability of these individuals to make appropriate business
decisions in these areas. However, our Directors and officers have no experience
in operating a company that sells adapters. It is possible that this lack of
relevant operational experience could prevent us from becoming a profitable
business and hinder an investor from obtaining a return on his investment in
us.
14.
|
Because
Jacob Elhadad and Yisrael Gottlieb have other outside business activities
and will only be devoting up to 10% of their time to our operations, our
operations may be sporadic which may result in periodic interruptions or
suspensions of our business
activities.
|
Our
Directors and officers are only engaged in our business activities on a
part-time basis. This could cause the officers a conflict of interest between
the amount of time they devote to our business activities and the amount of time
required to be devoted to their other activities. Jacob Elhadad and Yisrael
Gottlieb, our current Directors and officers, intend to devote only
approximately 5 hours per week to our business activities. Subsequent to the
completion of this offering, we intend to increase our business activities in
terms of research, development, marketing and sales. This increase in business
activities may require that either our Directors or our officers engage in our
business activities on a full-time basis or that we hire additional employees;
however, at this time, we do not have sufficient funds to pursue either
option.
12
15.
|
Our
Directors own 66.67% of the outstanding shares of our common stock, and
may be able to influence control of the company or decision making by
management of the Company.
|
Our
Directors presently own 66.67% of our outstanding common stock. If all of the
4,000,000 shares of our common stock being offered hereby are sold, the shares
held by our Directors will constitute approximately 40% of our outstanding
common stock.
16.
|
If
our intellectual property protection is inadequate, competitors may gain
access to our technology and undermine our competitive
position.
|
We regard
our current and future intellectual property as important to our success, and we
rely on patent law to protect our proprietary rights. Despite our precautions,
unauthorized third parties may copy certain portions of our product or reverse
engineer or obtain and use information that we regard as proprietary. We have
been granted one patent in the United States and we may seek additional patents
in the future. We do not know if any future patent application will be issued
with the scope of the claims we seek, if at all, or whether any patents we
receive will be challenged or invalidated. Thus, we cannot assure you that our
intellectual property rights can be successfully asserted in the future or that
they will not be invalidated, circumvented or challenged. In addition, the laws
of some foreign countries do not protect proprietary rights to the same extent
as do the laws of the United States. Our means of protecting our proprietary
rights in the United States or abroad may not be adequate and competitors may
independently develop similar technology. Any failure to protect our proprietary
information and any successful intellectual property challenges or infringement
proceedings against us could have a material adverse affect on our business,
financial condition, or results of operations.
17.
|
We
may be subject to intellectual property litigation, such as patent
infringement claims, which could adversely affect our
business.
|
Our
success will also depend in part on our ability to develop a commercially viable
product without infringing the proprietary rights of others. Although we have
not been notified of any infringement claims, other patents could exist or could
be filed which would prohibit or limit our ability to develop and market our
adapters in the future. In the event of an intellectual property dispute, we may
be forced to litigate. Intellectual property litigation would divert
management's attention from developing our product and would force us to incur
substantial costs regardless of whether or not we are successful. An adverse
outcome could subject us to significant liabilities to third parties, and force
us to cease operations.
18.
|
You
will experience difficulties in attempting to enforce liabilities based
upon U.S. federal securities laws against our non-U.S. resident Directors
and officers.
|
Our
operations are in Israel. Our Directors and executive officers are foreign
citizens and do not reside in the United States. It may be difficult for courts
in the United States to obtain jurisdiction over our foreign assets or persons
and as a result, it may be difficult or impossible for you to enforce judgments
rendered against us or our Directors or executive officers in United States
courts. In addition, the courts in the country where we are located (Israel) may
not permit lawsuits for the enforcement of judgments arising out of the United
States and state securities or similar laws. Thus, should any situation arise in
the future in which you have a cause of action against these persons or us, you
are at greater risk in investing in our Company rather than a domestic company
because of greater potential difficulties in bringing lawsuits or, if
successful, in collecting judgments against these persons as opposed to domestic
persons or entities.
13
19.
|
If
and when we sell our products, we may be liable for product liability
claims and we presently do not maintain product liability
insurance.
|
The
medical assemblies and protectors that we are developing may expose us to
potential liability from personal injury or property damage claims by end-users
of the product. We currently have no product liability insurance to protect us
against the risk that in the future a product liability claim or product recall
could materially and adversely affect our business. Inability to obtain
sufficient insurance coverage at an acceptable cost or otherwise to protect
against potential product liability claims could prevent or inhibit the
commercialization of our product. We cannot assure you that when we commence
distribution of our product that we will be able to obtain or maintain adequate
coverage on acceptable terms, or that such insurance will provide adequate
coverage against all potential claims. Moreover, even if we maintain adequate
insurance, any successful claim could materially and adversely affect our
reputation and prospects, and divert management’s time and attention. If we are
sued for any injury allegedly caused by our future products our liability could
exceed our total assets and our ability to pay the liability.
RISKS
RELATING TO OUR COMMON STOCK
20.
|
We
may in the future issue additional shares of our common stock which would
reduce investors’ ownership interests in the Company and which may dilute
our share value. We do not need stockholder approval to issue additional
shares.
|
Our
certificate of incorporation authorizes the issuance of 200,000,000 shares of
common stock, par value $0.0001 per share. The future issuance of all or part of
our remaining authorized common stock may result in substantial dilution in the
percentage of our common stock held by our then existing stockholders. We may
value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common
stock.
21.
|
Our
common stock is subject to the "penny stock" rules of the SEC and the
trading market in our securities is limited, which makes transactions in
our stock cumbersome and may reduce the value of an investment in our
stock.
|
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must: (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Security and Exchange Commission relating
to the penny stock market, which, in highlight form: (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.
14
Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
Because
we do not intend to pay any cash dividends on our shares of common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.
We intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them at a price higher
than that which they initially paid for such shares.
22.
|
The
offering price of our common stock could be higher than the market value,
causing investors to sustain a loss of their
investment.
|
The price
of our common stock in this offering has not been determined by any independent
financial evaluation, market mechanism or by our auditors, and is therefore, to
a large extent, arbitrary. Our audit firm has not reviewed management's
valuation, and therefore expresses no opinion as to the fairness of the offering
price as determined by our management. As a result, the price of the common
stock in this offering may not reflect the value perceived by the market. There
can be no assurance that the shares offered hereby are worth the price for which
they are offered and investors may therefore lose a portion or all of their
investment.
23.
|
There
is no established public market for our stock and a public market may not
be obtained or be liquid and therefore investors may not be able to sell
their shares.
|
There is
no established public market for our common stock being offered under this
prospectus. While we intend to apply for quotation of our common stock on the
Over-The-Counter Bulletin Board system, we have not yet engaged a market maker
for the purposes of submitting such application, and there is no assurance that
we will qualify for quotation on the OTC Bulletin Board. Therefore, purchasers
of our common stock in this offering may be unable to sell their shares on any
public trading market or elsewhere.
USE
OF PROCEEDS
The net
proceeds to us from the sale of up to 4,000,000 shares offered at a public
offering price of $0.025 per share will vary depending upon the total number of
shares sold. Regardless of the number of shares sold, we expect to incur
offering expenses estimated at approximately $20,000 for legal, accounting, and
other costs in connection with this offering. The table below shows the intended
net proceeds from this offering we expect to receive for scenarios where we sell
various amounts of the shares. Since we are making this offering without any
minimum requirement, there is no guarantee that we will be successful at selling
any of the securities being offered in this prospectus. Accordingly, the actual
amount of proceeds we will raise in this offering, if any, may
differ.
15
PERCENT
OF NET PROCEEDS RECEIVED
40% | 60% | 80% | 100% | |||||||||||||
Shares
Sold
|
1,600,000 | 2,400,000 | 3,200,000 | 4,000,000 | ||||||||||||
Gross
Proceeds
|
$ | 40,000 | $ | 60,000 | $ | 80,000 | $ | 100,000 | ||||||||
Less
Offering Expenses
|
$ | (20,000 | ) | $ | (20,000 | ) | $ | (20,000 | ) | $ | (20,000 | ) | ||||
Net
Offering Proceeds
|
$ | 20,000 | $ | 40,000 | $ | 60,000 | $ | 80,000 |
The Use
of proceeds set forth below demonstrates how we intend to use the funds under
the various percentages of amounts of the related offering. All amounts listed
below are estimates.
40% | 60% | 80% | 100% | |||||||||||||
General
working capital
|
$ | — | $ | 10,000 | $ | 15,000 | $ | 20,000 | ||||||||
Prototype
development costs
|
$ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 | ||||||||
Sales
and Marketing
|
$ | — | $ | 10,000 | $ | 25,000 | $ | 40,000 | ||||||||
Total
|
$ | 20,000 | $ | 40,000 | $ | 60,000 | $ | 80,000 |
Our
offering expenses are comprised of legal and accounting expenses, . Our officers
and Directors will not receive any compensation for their efforts in selling our
shares.
We intend
to use the proceeds of this offering in the manner and in order of priority set
forth above. We do not intend to use the proceeds to acquire assets or finance
the acquisition of other businesses. At present, no material changes are
contemplated. Should there be any material changes in the projected use of
proceeds in connection with this offering, we will issue an amended prospectus
reflecting the new uses.
In all
instances, after the effectiveness of this registration statement, the Company
will need some amount of working capital to maintain its general existence and
comply with its public reporting obligations. In addition to changing
allocations because of the amount of proceeds received, we may change the use of
proceeds because of required changes in our business plan. Investors should
understand that we have wide discretion over the use of proceeds. Therefore,
management decisions may not be in line with the initial objectives of investors
who will have little ability to influence these decisions.
DETERMINATION
OF OFFERING PRICE
Our
common stock is presently not traded on any market or securities exchange and we
have not applied for listing or quotation on any public market. Our Company will
be offering the shares of common stock being covered by this prospectus at a
price of $0.025 per share. Such offering price does not have any relationship to
any established criteria of value, such as book value or earnings per share.
Because we have no significant operating history and have not generated any
revenues to date, the price of our common stock is not based on past earnings,
nor is the price of our common stock indicative of the current market value of
the assets owned by us. No valuation or appraisal has been prepared for our
business and potential business expansion.
The
offering price was determined arbitrarily based on a determination by the Board
of Directors of the price at which they believe investors would be willing to
purchase the shares. Additional factors that were included in determining the
offering price are the lack of liquidity resulting from the fact that there is
no present market for our stock and the high level of risk considering our lack
of profitable operating history.
16
DILUTION
Purchasers
of our securities in this offering will experience immediate and substantial
dilution in the net tangible book value of their common stock from the initial
public offering price. The historical net tangible book value as of December 31
2009 was $(41,520) or $(0.004) per share. Historical net tangible
book value per share of common stock is equal to our total tangible assets less
total liabilities, divided by the number of shares of common stock outstanding
as of December 31 2009 as adjusted to give effect to the
receipt of net proceeds from the sale of 4,000,000 shares of common stock for
$0.025, which represents net proceeds after deducting estimated offering
expenses of $20,000. This represents an immediate decrease of $0.0029 per share
to existing stockholders and an immediate and substantial dilution of $0.029 per
share, or approximately 116%, to new investors purchasing our securities in this
offering. Dilution in net tangible book value per share represents the
difference between the amount per share paid by purchasers of shares of our
common stock in this offering and the net tangible book value per share of our
common stock immediately following this offering.
The
following table sets forth as of December 31 2009, the number of shares of
common stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
100% of the offering, before deducting offering expenses payable by us, assuming
a purchase price in this offering of $0.025 per share of common
stock.
Shares
|
||||||||||||
Number
|
Percent
|
Amount
|
||||||||||
Existing
Stockholders
|
6,000,000
|
60
|
%
|
$
|
600
|
|||||||
New
Investors
|
4,000,000
|
40
|
%
|
$
|
100,000
|
|||||||
Total
|
10,000,000
|
100
|
%
|
$
|
100,600
|
17
OUR
BUSINESS
GENERAL
DEVELOPMENT
We
were incorporated in Delaware on July 7, 2009 and we are a development stage
company. We intend to engage in the manufacture and distribution of a medical
assembly and a protector, or locking mechanism, that is intended to ensure that
the substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient using a patented
technology. We have not generated any revenues to date and our operations have
been limited to organizational, start-up, and capital formation activities. We
currently have no employees other than our officers, who are also our Directors
and work only part time.
We have
never declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. We have not made any significant
purchase or sale of assets, nor has the Company been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
because we have a specific business plan and purpose. Neither Medisafe 1
Technologies Corp., nor its officers, Directors, promoters or affiliates, has
had preliminary contact or discussions with, nor do we have any present plans,
proposals, arrangements or understandings with any representatives of the owners
of any business or company regarding the possibility of an acquisition or
merger.
A
Patent Transfer and Sale Agreement was signed between Yisrael Elhadad , Yisrael
Gottlieb and Medisafe 1 Technologies Corp. on July 15, 2009, granting Medisafe 1
Technologies Corp. exclusive rights, title and interest in and to the Patent
Application (Patent Number: 7,347, 841) and all Intellectual Property rights,
free and clear of any lien, charge, claim, preemptive rights, etc. for a medical
assembly and a protector, or locking mechanism, that is intended to ensure that
the substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient
The
principle features of the design will include a protector which fits over a
proportion of the medicine assembly, a bar code and locking element, an
electrically operated device to control the locking element, and a connection to
a bar code reader. Finally, the protector will include an enclosure that
surrounds a container of medicine, whether it be intended for oral intake,
transdermal delivery or any other kind of medicinal administration.
The
invention, based on a patented technology, will represent a medical assembly
which may effectively prevent unauthorized administration of a drug or medicinal
substance by hypodermic needle. It will accomplish this by taking a medical
assembly and incorporating a locking mechanism that is intended to ensure the
substance cannot be released from the hypodermic needle without positive
pre-matching between the substance and the specific patient, identified by
bar-coding or other identification technology. The system is expected to be
applied not only to hypodermic needles, but also to any assembly for storing any
kind of medicine. Since some human interaction will be required in the labeling,
administering, and using the intended device, Medisafe 1 cannot entirely remove
the risk of human error.
The bar
code may be printed on any suitable portion of the protector. The term "bar
code" refers not just to a straightforward bar code, but to any optically or
machine readable code or character, such as a magnetic strip or
computer-recognizable code.
The
locking element will be electrically operated and opened by means of a bar code
reader which reads the bar code and generates an appropriate electrical signal.
The electrically operated element may be a solenoid, or alternatively it may be
mechanically-operated, hydraulically-operated or pneumatically or any
combination thereof. The protector may include more than one section, each
selectively lockable to one another by means of a locking element.
Importantly,
the bar code may be specific to a certain patient and certain medicine. The
medical practitioner should be able to use the bar code reader to read the bar
code prior to using the medicine assembly. The locking element will only open if
the bar code read by the bar code reader is associated with the correct patient
and medicine.
The
company plans to recruit a medical advisory board during the first quarter of
2010 (Q1 2010), comprised of experienced academics and senior medical
professionals. The design and development of a commercial product will be
carried out by specialist subcontractors offering expertise in several relevant
disciplines, including plastics and metal, electricity and electronics, device
design, operation and control, automation and mechanics, computer and
microcomputers, software engineering, optics and others.
Our
principal office is located c/o Jacob Elhadad, 50 Hataltan Street Jerusalem .
Our telephone number is 972-(2)-6515089.
BUSINESS
SUMMARY AND BACKGROUND
According
to the World Health Organization (WHO), approximately 12 billion preventive and
curative injections are given each year in the U.S. and Europe, equating to 40
million injections each day. While the WHO does not provide individual
statistics for injection use in the United States specifically, it is clear that
a very modest or minimum calculation would suggest that the Medisafe device
could easily be used tens of millions of times annually.
18
In many
cases, the hypodermic needle assembly is prepared in advance and stored until
use, perhaps in a cabinet or refrigerator. A medical professional may have
instructions for administering a certain medicine hypodermically to a specific
patient. However, there is a chance that the medical practitioner may
inadvertently select the incorrect needle assembly from the cabinet or
refrigerator and consequently administer the incorrect medicine to the patient.
The results of this kind of error can be serious and even fatal.
19
Medisafe
1 has designed and patented a protector for a medicine assembly, which may
effectively prevent unauthorized administration of a drug or medicinal substance
by hypodermic needle. Since some human interaction will be required in the
labeling, administering, and using the intended device, Medisafe 1 cannot
entirely remove the risk of human error. The Company plans to commercialize the
patented technology which closes the circle completely by physically preventing
the administration of incorrect medicinal substance to patients by hypodermic
needle.
The
protector device designed by Medisafe incorporates a locking mechanism that is
intended to ensure the substance cannot be released from the hypodermic needle
without positive pre-matching between the substance and the specific patient,
identified by bar-coding or other identification technology. In fact, it is
expected that the system can be applied not just to hypodermic needles, but will
also be applicable to any assembly for storing any kind of medicine.
Thus, it
is expected that the present invention will successfully addresses the
shortcomings of current medical assemblies and protectors, such that it will
have the ability to ensure that the substance within the medical assembly cannot
be released from the hypodermic needle without positive pre-matching between the
substance and the specific patient.
Also
working to Medisafe’s advantage is legislation in the U.S. that is mandating the
healthcare industry to replace the inexpensive traditional syringe with a safer
but more expensive technology. Safety syringes include those equipped with
needle covers or needle retraction mechanisms to protect healthcare
professionals from accidental needlesticks and other sharps injuries. It is
expected that the patented solution developed by Medisafe will provide a
physical barrier and therefore it might be possible to integrate with
FDA-compliant healthcare infrastructure to virtually eliminate the possibility
of incorrect administration. Medisafe intends to market its products in the
United States but does not believe it will need FDA approval for the medical
assembly. Once the medical advisory board is in place, which should take place
during First Quarter, 2010 (Q1, 2010), one of the tasks of the advisory board
will be to determine whether FDA approval is required. If it is found that it is
required, Medisafe currently expects this process to take between 6 – 12 months.
This shorter approval period is anticipated because the Medisafe medical
assembly is not an internal device, but rather one that is used externally.
The
Medisafe medical assembly is not intended for critical health care, where time
is critical and encoding intended product and patient identifiers might be too
time consuming to make it practical. It would be accurate to suggest that the
Medisafe medical assembly will be best suited to instances of on-going, regular
medical use where inoculations are administered in such a way that the labeling
and encoding process would be effective and beneficial, but likely not cause
actual harm to the patient.
If
developed and approved for use, Medisafe cannot determine what, if any,
additional costs to the patient and/or medical professional might be
applied.
The aim
is to establish the Medisafe system as an industry standard, to be used as a
mandatory component for drug administration in all relevant environments,
ensuring the right drug for the right patient. The Company intends to develop a
fully operational valid working prototype, which can then be used to develop and
manufacture the actual product.
THIRD-PARTY
MANUFACTURERS
We
will rely on third parties to develop a prototype and to work with us to
manufacture the product. If our manufacturing and distribution agreements are
not satisfactory, we may not be able to develop or commercialize our device as
planned. In addition, we may not be able to contract with third parties to
manufacture our device in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our adapters. Finally, even if we succeed in approaching third-party
manufacturers, it is currently unknown whether the additional cost of
manufacturing via a third party will increase the overall cost of the device
such that integration within the medical industry would not be
cost-effective.
INTELLECTUAL
PROPERTY
On
July 15, 2009, we signed a Patent Transfer and Sale Agreement with Yisrael
Elhadad, Yisrael Gottlieb, the original owners of the technology (Patent number:
7,347, 841), licensing all rights, title and interest in, a medical assembly and
a protector, or locking mechanism, that is intended to ensure that the substance
cannot be released from the hypodermic needle without positive pre-matching
between the substance and the specific patient. The Patent was filed on November
18, 2004 and will expire on November 17, 2021. No other trademarks, licenses,
franchises, concessions, royalty agreements or labor contracts are in effect
regarding this prospectus.
COMPETITION
A number
of devices related to medical assemblies and the administering of medications
currently exist on the market, but to the best of our knowledge, there is
currently no device that uses a locking mechanism that is intended to ensure
that the drug or medicinal substance being administered cannot be released from
the assembly without positive, pre-matching between the substance and the
specific patient. Our device uses a bar-coding or other identification
technology and it is expected that the device will be able to be applied not
only to hypodermic needles, but also to any assembly for storing any kind of
medicine.
20
We
believe that one advantage of the invention is that we will be able to apply the
technology not only to hypodermic needles, but also to any assembly for storing
any kind of medicine. It may effectively prevent unauthorized administration of
a drug or medicinal substance by hypodermic needle. It accomplishes this by
taking a medical assembly and incorporating a locking mechanism that is intended
to ensure the substance cannot be released from the hypodermic needle without
positive pre-matching between the substance and the specific patient, identified
by bar-coding or other identification technology. Since some human interaction
will be required in the labeling, administering, and using the intended device,
Medisafe 1 cannot entirely remove the risk of human error.
PATENT,
TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS
CONTRACTUAL
OBLIGATIONS & CONCESSIONS
As
described above, we have entered into an exclusive licensing agreement for the
technology on which our adapters are based. In addition, as described above, we
have entered into a Patent Transfer and Sale Agreement whereby we acquired full
rights to all title, interests etc. related to the patented technology. Finally,
we have received a patent (Patent Number: 7,347,841) recognizing our patent
rights.The Patent was filed on November 18, 2004 and will expire on November 17,
2021. No other trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts are in effect regarding this prospectus.
In
addition, we are developing a website related to our product, which we intend to
use to promote, advertise, and potentially market our invention, once the
prototype and development stages are complete. We intend to full protect our
invention and development stages with copyright and trade secrecy
laws.
21
EXISTING
OR PROBABLE GOVERNMENT REGULATIONS
We
may be subject to the provisions of the Federal Consumer Product Safety Act and
the Federal Hazardous Substances Act, among other laws. These acts empower the
CPSC to protect the public against unreasonable risks of injury associated with
consumer products. The CPSC has the authority to exclude from the market
articles that are found to be hazardous and can require a manufacturer to repair
or repurchase such devices under certain circumstances. Any such determination
by the CPSC is subject to court review. Violations of these acts may also result
in civil and criminal penalties. Similar laws exist in some states and cities in
the U.S. and in many jurisdictions throughout the world. Medisafe does not
currently plan to seek FDA approval. A final decision on this will take place
only after the medical advisory board is formed and begins to meet. This is
expected to take place during First Quarter, 2010 (Q1, 2010). Seeking regulatory
approval is often a time-consuming and costly process. No funds currently exist
for this process and so additional funds will have to be raised in order to
accomplish this, should it be deemed necessary.
EMPLOYEES
Other
than our current Directors and officers, Jacob Elhadad and Yisrael Gottlieb, we
have no other full time or part-time employees. Our only employees, our
Directors and officers, Jacob Elhadad and Yisrael Gottlieb, are expected to work
approximately five hours per week. If and when we develop the prototype for our
adapters, and are able to begin manufacturing and marketing, we may need
additional employees for such operations. We do not foresee any significant
changes in the number of employees or consultants we will have over the next
twelve months.
TRANSFER
AGENT
We have
engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and
Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone
number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer
agent is responsible for all record-keeping and administrative functions in
connection with our issued and outstanding common stock.
RESEARCH
AND DEVELOPMENT
We have
not incurred costs to date and are not currently conducting any research and
development activities. We do, however, have plans to undertake research and
development activities during our first year of operation. The company plans to
recruit a medical advisory board, comprising of experienced academics and senior
medical professionals. They will assist Medisafe in several areas including:
providing input on product design and features in order to match the specific
requirements of deployment in the modern hospital environment; possible
integration with existing hospital management systems, to enable the Medisafe
product to be used as part of regular hospital practice; regulatory matters,
including compliance with all relevant standards in the US and other major
markets; overall awareness of relevant market developments and changes in
hospital practice; and gaining access to both potential major customers,
distributors and strategic business partners.
If we are
able to raise funds in this offering, we will retain one or more third parties
to conduct research and development concerning our adapters and to develop a
prototype model. We have not yet entered into any agreements, negotiations, or
discussions with any third parties with respect to such research and development
activities. We do not intend to do so until we commence this offering. For a
detailed description see "Plan of Operation."
DESCRIPTION
OF PROPERTY
Our
Principal executive offices are located at c/o Jacob Elhadad, 5A Hataltan
Street, Jerusalem , Israel. This location is the home of the President and
Director and we have been allowed to operate out of such location at no cost to
the Company. We believe that this space is adequate for our current and
immediately foreseeable operating needs. We do not have any policies regarding
investments in real estate, securities, or other forms of property.
22
MANAGEMENT'S
DISCUSSION
ANALYSIS
OR PLAN OF OPERATION
You
should read the following plan of operation together with our audited financial
statements and related notes appearing elsewhere in this prospectus. This plan
of operation contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those presented under "Risk Factors" on
elsewhere in this prospectus.
PLAN
OF OPERATION
We are a
development stage company that has licensed the technology and received a patent
for a medical assembly and protector. The principle features of the design
includes:
|
a)
|
Protector
which fits over a proportion of the medicine
assembly;
|
|
b)
|
Protector
which includes a bar code and locking
element;
|
|
c)
|
Electrically
operated device to control the locking
element;
|
|
d)
|
Connection
to bar code reader.
|
Although
we have not yet engaged a manufacturer to develop a fully operational prototype
of the assembly and protector, based on our preliminary discussions with certain
manufacturing vendors, we believe that it will take approximately twelve months
to construct a basic valid prototype of our product. The design and development
of a commercial product will be carried out by specialist subcontractors
offering expertise in several relevant disciplines, including plastics and
metal, electricity and electronics, device design, operation and control,
automation and mechanics, computer and microcomputers, software engineering,
optics and others.
Design
and product development is divided into three individual stages:
a)
Technical Concept/Definition (three months)
b)
Engineering Specification (four months)
c)
Engineering & Preparation for Production (four months)
If and
when we have a viable prototype, depending on the availability of funds, we
estimate that we would need approximately an additional four to six months to
bring this product to market. Our objective is to manufacture the product
ourselves through third party sub-contractors and market the product as an
off-the-shelf device, and/or to license the manufacturing rights to product and
related technology to third party manufacturers who would then assume
responsibility for marketing and sales.
During
Q1 2010, Medisafe expects to form a medical advisory board comprised of
experienced academics and senior medical professionals. If this medical advisory
board determines the Medisafe should seek FDA approval, or the approval of other
governmental agencies in the United States, this may be a time-consuming and
costly process. As no decision has been made, we do not yet know how to quantify
the cost of hiring specialists, advisors, legal fees, medical and possibly
changes to the design. It is therefore not possible to calculate any cost
related to this. However, no funds currently exist in the corporate accounts to
cover this and so additional funds will have to be raised.
Depending
on the relative success of this offering, the following table details how we
intend to use the funds to execute our plan of operation. All amounts listed
below are estimates.
40%
|
60% | 80% | 100% | |||||||||||||
General
working capital
|
$ | — | $ | 10,000 | $ | 15,000 | $ | 20,000 | ||||||||
Prototype
development costs
|
$ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 | ||||||||
Sales
and Marketing
|
$ | — | $ | 10,000 | $ | 25,000 | $ | 40,000 | ||||||||
Total
|
$ | 20,000 | $ | 40,000 | $ | 60,000 | $ | 80,000 |
We intend
to use the proceeds of this offering in the manner and in order of priority set
forth above. If less
than $40,000 is raised from this offering, we will attempt to raise additional
capital through the private sale of our equity securities or borrowings from
third party lenders. We have no commitments or arrangements from any person to
provide us with any additional capital. If additional financing is not available
when needed, we may need to dramatically change our business plan, sell the
Company or cease operations. We do not presently have any plans, arrangements,
or agreements to sell or merge our Company.
23
Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in
business. Even if we raise the maximum amount of money in this offering, we do
not know how long the money will last, however, we do believe it will last at
least twelve months.
GENERAL
WORKING CAPITAL
We may be
wrong in our estimates of funds required in order to proceed with developing a
prototype and executing our general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by the issuance of convertible debt by the company as it
starts to plan for seeking further financing through the placing of equity
and/or debt securities in Q1, 2010. The company currently has no arrangements
with any entities with regard to this debt. We do not have any arrangements with
potential investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in order to
proceed with the business plan or that our ability to respond to competition or
changes in the market place or to exploit opportunities will not be limited by
lack of available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time required, we
may not be in a position to continue operations. The company will seek
additional funding after the S-1 process becomes effective. The company plans to
approach several investment houses in Israel, including (but not limited to),
Jerusalem Global Ltd., Meitav Investment House Ltd., IBI Investment House Ltd.,
Cukieman & Co. Medisafe 1 does not have any relationship with these
investment houses at this time.
The
Patent Purchase price as of November 10 has been fully funded for by loans of
the Directors of the Company which are due to be repaid subsequent to December
31 2010. As of December 31 2009, loans from our two Directors and
officers (Mr. Jacob Elhadad and Mr. Yisrael Gottlieb) made in cash amounted to,
$121,900 and represented working capital advances from directors who are also
stockholders of the Company. The loans are unsecured, non-interest bearing, and
due after December 31 2010. The total amount of the loans was $100,000 for the
patent acquisition and $21,900 for general working capital working (
of which $1,800 was for legal expenses in relation to the patent acquisition )..
The loans for the Patent acquisition were made as follows: $25,000 on July 20,
2009, $25,000 on August 20, 2009, $25,000 on September 20, 2009 and $25,000 on
Oct ober 20, 2009. The loans are for a period of 24 months each, commencing on
their start date and ending 24 months later. The loans for general working
capital were advances as follows, $1,800 on July 10, 2009 and $8,100 on August
12 2009 and $12,000 on November 10 2009. The working capital loans are too due
after the year December 31 2010, and are hence due 24 months after each related
loan.
We can
offer no assurance that we will raise any funds in this offering. As disclosed
above, we have no revenues and, as such, if we do not raise at least $40,000
from our offering we will not have sufficient funds to develop a prototype. If
we are unable to raise funds, we may attempt to sell the Company or file for
bankruptcy. We do not have any current intentions, negotiations, or arrangements
to merge or sell the Company.
We are
not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. In the event such a trend develops,
we may need additional funds. In this case, we would attempt to raise
these funds through additional private placements or by the issuance of
convertible debt by the company as it starts to plan for seeking further
financing through the placing of equity and/or debt securities. The company
currently has no arrangements with any entities with regard to this debt. We do
not have any arrangements with potential investors or lenders to provide such
funds and there is no assurance that such additional financing will be available
when required in order to proceed with the business plan or that our ability to
respond to competition or changes in the market place or to exploit
opportunities will not be limited by lack of available capital financing. If we
are unsuccessful in securing additional capital needed to continue operations
within the time required, we may not be in a position to continue
operations.
OTHER
Except
for historical information contained herein, the matters set forth above are
forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's
results of operations or financial condition.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company's financial
position or results of operations.
24
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
INFLATION
The
amounts presented in the financial statements do not provide for the effect of
inflation on the Company’s operations or its financial position. Amounts shown
for machinery, equipment, and leasehold improvements and for costs and expenses
reflect historical cost and do not necessarily represent replacement cost. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation
adjustments.
25
MARKET
FOR COMMON EQUITY
RELATED
STOCKHOLDER MATTERS
MARKET
INFORMATION
There has
been no market for our securities. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with the Financial Industry Regulatory Authority,
FINRA for our common stock to eligible for trading on the OTC Bulletin Board. We
do not yet have a market maker who has agreed to file such application. There is
no assurance that a trading market will develop, or, if developed, that it will
be sustained. Consequently, a purchaser of our common stock may find it
difficult to resell the securities offered herein should the purchaser desire to
do so when eligible for public resale.
SECURITY
HOLDERS
As of
December 31, 2009, there were 6,000,000 shares of common stock issued and
outstanding, which were held by three stockholders of record.
DIVIDEND
POLICY
We have
not declared or paid dividends on our common stock since our formation, and we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant by
the Board of Directors. There are no contractual restrictions on our ability to
declare or pay dividends.
Securities
Authorized Under Equity Compensation Plans
We have
no equity compensation plans.
26
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS,
CONTROL
PERSONS
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth certain information regarding the members of our
Board of Directors and our executive officers as of December 31
2009.
Name
|
Age
|
Positions
and Offices Held
|
||
Jacob
Elhadad
|
32
|
President
and Director
|
||
Yisrael
Gottlieb
|
30
|
Secretary
and Director
|
Our
Directors hold office until the next annual meeting of our stockholders or until
their successors is duly elected and qualified. Set forth below is a summary
description of the principal occupation and business experience of each of our
Directors and executive officers for at least the last five years.
Jacob
Elhadad has been our President and Director since the Company’s inception in
July 7, 2009. From September 1990 until August 1994 Mr Elhadad studied in the
Talmudic Biblical Institution, Bet Hatalmud , Jerusalem , Israel , where he
received his Bachelor of Arts in Biblical History Science and Talmudic Studies.
From September 1994 until August 1997 he continued his religious studies in the
Higher Educational Talmudic Center ‘Ponavitz School of Talmudic Studies’, Bnei
Berak , Israel , where he received his Honorable Rabbinical Degree . In
September 1997 he continued his studies in the Ramat Gan, Israel University, in
Business Management and Economics, until August 1999. From September 1999 until
January 2001 he served as a strategic consultant to the Member of the Israeli
Government Parliament, Minister of Interior. From February 2001 until present Mr
Elhadad continued his career as Chief Executive Officer in Jelmm Trade LTD, in
Jerusalam, Israel, an international Diamond and Jewelry Co., whilst continuing
to serve part time as a strategic consultant to various members of the Israel
Government Parliament.
Yisrael
Gottlieb has served as our Secretary and Director since July 7, 2009. From
September 1999 until August 2003 Mr Gottileb studied religious studies in the
Talmudic Univeristy ”Gur’ , in Haifa Israel. From September 2004 until present
Mr Gottlieb was self employed as a consultant to various Companies in assisting
Patent Designs and related Product Development and Enhancements.
There are
no familial relationships among any of our Directors or officers. None of our
Directors or officers is a Director in any other U.S. reporting companies except
as mentioned above. None of our Directors or officers has been affiliated with
any company that has filed for bankruptcy within the last five years. The
Company is not aware of any proceedings to which any of the Company’s officers
or Directors, or any associate of any such officer or Director, is a party that
are adverse to the Company. We are also not aware of any material interest of
any of our officers or directors that is adverse to our own
interests.
Each
Director of the Company serves for a term of one year or until the successor is
elected at the Company's annual stockholders' meeting and is qualified, subject
to removal by the Company's stockholders. Each officer serves, at the pleasure
of the Board of Directors, for a term of one year and until the successor is
elected at the annual meeting of the Board of Directors and is
qualified.
27
AUDIT
COMMITTEE AND FINANCIAL EXPERT
We do not
have an audit committee or an audit committee financial expert. Our corporate
financial affairs are simple at this stage of development and each financial
transaction can be viewed by any officer or Director at will.
CODE
OF ETHICS
We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers; however, the Company plans to implement such a code in
the first quarter of 2010.
28
POTENTIAL
CONFLICTS OF INTEREST
Since we
do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our executives or Directors.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
We are
not aware of any material legal proceedings that have occurred within the past
five years concerning any Director, Director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one's participation in the
securities or banking industries, or a finding of securities or commodities law
violations.
EXECUTIVE
COMPENSATION
We have
not paid, nor do we owe, any compensation to our executive officer. We have not
paid any compensation to our officers since our inception.
We have
no employment agreements with any of our executive officers or
employees.
29
SUMMARY COMPENSATION TABLE
|
||||||||||||||||
|
|
Annual Compensation
|
Long Term Compensation
|
|
||||||||||||
|
|
|
|
|
Awards
|
Pay-outs
|
|
|||||||||
Name and Principal
Position
|
Year (1)
|
Salary
|
Bonus
|
Other
|
Securities
Underlying
Options/
SARs
Granted
|
|
Restricted
Shares or
Restricted
Share
Units
|
LTIP
Pay-outs
|
All
Other
|
|||||||
Jacob
Elhadad
President
and Director
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
||||||||
Yisrael
Gottlieb
Secretary
and Director
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
(1)
We were incorporated on July 7, 2009.
OPTION/SAR
GRANTS
We do not
currently have a stock option plan. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to any executive officer or any Director since
our inception; accordingly, no stock options have been granted or exercised by
any of the officers or Directors since we were founded.
LONG-TERM
INCENTIVE PLANS AND AWARDS
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance. No individual grants or agreements regarding
future payouts under non-stock price-based plans have been made to any executive
officer or any Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by our officer or Director or
employees or consultants since we were founded.
COMPENSATION
OF DIRECTORS
There are
no arrangements pursuant to which our Director is or will be compensated in the
future for any services provided as a Director.
EMPLOYMENT
CONTRACTS, TERMINATION OF EMPLOYMENT
CHANGE-IN-CONTROL
ARRANGEMENTS
There are
currently no employment agreements or other contracts or arrangements with our
officers or Directors. There are no compensation plans or arrangements,
including payments to be made by us, with respect to our officers, Directors or
consultants that would result from the resignation, retirement or any other
termination of any of our Directors, officers or consultants. There are no
arrangements for our Directors, officers, employees or consultants that would
result from a change-in-control.
30
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which our Director, executive
officer, stockholders or any member of the immediate family of the foregoing had
or is to have a direct or indirect material interest.
On
July 12, 2009, we subscribed 2,000,000 shares of our common stock to Mr. Jacob
Elhadad, our President and Director, for a payment of $200. As of February 23,
2010 this amount has been paid in cash. We believe this issuance was deemed to
be exempt under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering and sale were
made only to a non-U.S. citizen, and transfer was restricted by us in accordance
with the requirements of the Securities Act of 1933.
On
July 12, 2009, we subscribed 2,000,000 shares of our common stock to Mr. Yisrael
Gottlieb, our Secretary and Director, for a payment of $200. As of February 23,
2010 this amount has been paid in cash. We believe this issuance was deemed to
be exempt under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering and sale were
made only to a non-U.S. citizen, and transfer was restricted by us in accordance
with the requirements of the Securities Act of 1933.
On
July 12, 2009, we subscribed 2,000,000 shares of our common stock to Mr. Yisrael
Elhadad for a payment of $200. As of February 23, 2010 this amount has been paid
in cash. We believe this issuance was deemed to be exempt under Regulation S of
the Securities Act. No advertising or general solicitation was employed in
offering the securities. The offering and sale were made only to a non-U.S.
citizen, and transfer was restricted by us in accordance with the requirements
of the Securities Act of 1933.
As of
December 31 2009 loans from our two Directors and officers (Mr. Jacob
Elhadad and Mr. Yisrael Gottlieb) made in cash amounted to, $121,900 and
represented working capital advances from directors who are also stockholders of
the Company. The loans are unsecured, non-interest bearing, and due after
December 31 2010. The total amount of the loans was $100,000 for the patent
acquisition and $21,900 for general working capital working( of which
$1,800 was incurred in relation to the Patent for legal fees ) . The loans for
the Patent acquisition were made as follows: $25,000 on July 20, 2009, $25,000
on August 20, 2009, $25,000 on September 20, 2009 and $25,000 on October 20,
2009. The loans are for a period of 24 months each, commencing on
their start date and ending 24 months later.The loans for general working
capital were advances as follows , $1,800 on July 10, 2009 and $8,100
on August 12 2009 and $12,000 on November 10, 2009. The working
capital loans are too due after the year December 31 2010 , and are
hence due 24 months after each related loan.
On
July 15, 2009, the Company entered into a Patent Transfer and Sale Agreement to
purchase the patent from one of the Company's directors (Yisrael Gottlieb) and a
brother (Yisrael Elhadad) of the other director (Jacob ElHadad), whereby the
Company acquired all of the rights, title and interest in the patent known as
the “Protector for administering medicine” in consideration of
$100,000
DIRECTOR
INDEPENDENCE
We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent
Directors.”
31
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(i)
The following table sets forth certain information concerning the ownership of
the Common Stock by (a) each person who, to the best of our knowledge,
beneficially owned on that date more than 5% of our outstanding common stock,
(b) each of our Directors and executive officers and (c) all current Directors
and executive officers as a group. The following table is based upon an
aggregate of 6,000,000 shares of our common stock outstanding as of December
31 2009.
Name and Address of
Beneficial Owner
|
Number of Shares of Common
Stock Beneficially
Owned or Right to
Direct Vote (1)
|
Percent of Common
Stock Beneficially
Owned or Right
to Direct Vote (1)
|
||||||
Jacob
Elhadad
|
2,000,000 | 33.33 | % | |||||
Yisrael
Gottlieb
|
2,000,000 | 33.33 | % | |||||
Yisrael
Elhadad
|
2,000,000 | 33.34 | % | |||||
All
stockholders, and / or Directors and / or executive officers as a
group
(three persons) |
6,000,000 | 100 | % |
(1)
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of common stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
Except as indicated by footnote, and subject to community property laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and investment power with respect to all shares of common stock owned by such
person.
LEGAL
PROCEEDINGS
There are
no pending legal proceedings to which the Company or any Director, officer or
affiliate of the Company, any owner of record or beneficial holder of more than
5% of any class of voting securities of the Company, or security holder is a
party that is adverse to the Company. The Company’s property is not the subject
of any pending legal proceedings.
DESCRIPTION
OF SECURITIES
The
following description of our capital stock is a summary and is qualified in its
entirety by the provisions of our Articles of Incorporation, with amendments,
all of which have been filed as exhibits to our registration statement of which
this prospectus is a part.
OUR
COMMON STOCK
We are
authorized to issue 200,000,000 shares of our Common Stock, $0.0001 par value,
of which, as of February
23, 2010, 6,000,000 shares are issued and outstanding. Holders of shares
of common stock are entitled to one vote for each share on all matters to be
voted on by the stockholders. Holders of common stock do not have cumulative
voting rights. Holders of common stock are entitled to share ratably in
dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore. In the event
of our liquidation, dissolution, or winding up, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of all
liabilities. All of the outstanding shares of common stock are fully paid and
non-assessable. Holders of common stock have no preemptive rights to purchase
our common stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.
32
OUR
PREFERRED STOCK
We
are not authorized to issue shares of preferred stock.
PLAN
OF DISTRIBUTION
We are
offering for sale a maximum of 4,000,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $0.025 per
share. There is no minimum amount of shares that we must sell in our direct
offering, and therefore no minimum amount of proceeds will be raised. No
arrangements have been made to place funds into escrow or any similar account.
Upon receipt, offering proceeds will be deposited into our operating account and
used to conduct our business and operations. We are offering the shares without
any underwriting discounts or commissions. The purchase price is $0.025 per
share. If all 4,000,000 shares are not sold within 180 days from the date
hereof, (which may be extended an additional 90 days in our sole discretion),
the offering for the balance of the shares will terminate and no further shares
will be sold.
Our
offering price of $0.025 per share was arbitrarily decided upon by our
management and is not based upon earnings or operating history, does not reflect
our actual value, and bears no relation to our earnings, assets, book value, net
worth, or any other recognized criteria of value. No independent investment
banking firm has been retained to assist in determining the offering price for
the shares. Such offering price was not based on the price of the issuance to
our founders. Accordingly, the offering price should not be regarded as an
indication of any future price of our stock.
We
anticipate applying for trading of our common stock on the over-the-counter
(OTC) Bulletin Board upon the effectiveness of the registration statement of
which this prospectus forms a part. To have our securities quoted on the OTC
Bulletin Board we must: (1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking regulators or
insurance regulators; and (2) has at least one market maker who completes and
files a Form 211 with FINRA Regulation, Inc. The OTC Bulletin Board differs
substantially from national and regional stock exchanges because it (1) operates
through communication of bids, offers and confirmations between broker-dealers,
rather than one centralized market or exchange; and, (2) securities admitted to
quotation are offered by one or more broker-dealers rather than "specialists"
which operate in stock exchanges. We have not yet engaged a market maker to
assist us to apply for quotation on the OTC Bulletin Board and we are not able
to determine the length of time that such application process will take. Such
time frame is dependent on comments we receive, if any, from the FINRA regarding
our Form 211 application.
There is
currently no market for our shares of common stock. There can be no assurance
that a market for our common stock will be established or that, if established,
such market will be sustained. Therefore, purchasers of our shares registered
hereunder may be unable to sell their securities, because there may not be a
public market for our securities. As a result, you may find it more difficult to
dispose of, or obtain accurate quotes of our common stock. Any purchaser of our
securities should be in a financial position to bear the risks of losing their
entire investment.
33
We intend
to sell the shares in this offering through Mr. Yisrael Gottlieb, and/or Mr.
Jacob Elhadad who are officers of the Company. They will receive no commission
from the sale of any shares. They will not register as a broker-dealer under
section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.
Rule 3a4-1 sets forth those conditions under which a person associated with an
issuer may participate in the offering of the issuer's securities and not be
deemed to be a broker/dealer. The conditions are that:
1. The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of his participation; and,
2. The
person is not compensated in connection with his participation by the payment of
commissions or other remuneration based either directly or indirectly on
transactions in securities;
3. The
person is not at the time of their participation, an associated person of a
broker/dealer; and,
4. The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of the
Issuer otherwise than in connection with transactions in securities; and (B) is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Neither
Yisrael Gottlieb nor Jacob Elhadad are not statutorily disqualified, are not
being compensated, and are not associated with a broker/dealer. They are and
will continue to be our officers at the end of the offering and have not been
during the last twelve months and are currently not a broker/dealer or
associated with a broker/dealer. They have not during the last twelve months and
will not in the next twelve months offer or sell securities for another
corporation.
We will
not utilize the Internet to advertise our offering.
OFFERING
PERIOD AND EXPIRATION DATE
This
offering will start on the date of this registration statement is declared
effective by the SEC and continue for a period of 180 days. We may extend the
offering period for an additional 90 days, or unless the offering is completed
or otherwise terminated by us. We will not accept any money until this
registration statement is declared effective by the SEC.
PROCEDURES
FOR SUBSCRIBING
We will
not accept any money until this registration statement is declared effective by
the SEC. Once the registration statement is declared effective by the SEC, if
you decide to subscribe for any shares in this offering, you must:
1.
execute and deliver a subscription agreement
2.
deliver a check or certified funds to us for acceptance or
rejection.
All
checks for subscriptions must be made payable to " Medisafe 1 Technologies Corp
."
34
RIGHT
TO REJECT SUBSCRIPTIONS
We have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or
deductions.
UNDERWRITERS
We have
no underwriter and do not intend to have one. In the event that we sell or
intend to sell by means of any arrangement with an underwriter, then we will
file a post-effective amendment to this S-1 to accurately reflect the changes to
us and our financial affairs and any new risk factors, and in particular to
disclose such material relevant to this Plan of Distribution.
REGULATION
M
We are
subject to Regulation M of the Securities Exchange Act of 1934. Regulation M
governs activities of underwriters, issuers, selling security holders, and
others in connection with offerings of securities. Regulation M prohibits
distribution participants and their affiliated purchasers from bidding for
purchasing or attempting to induce any person to bid for or purchase the
securities being distribute.
SECTION
15(G) OF THE EXCHANGE ACT
Our
shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors (generally
institutions with assets in excess of $10,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses).
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker/dealer transactions in penny stocks unless the
broker/dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for a
customer unless the broker/dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker/dealers to approved the transaction for the customer's
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that the investment is
suitable for the investor; deliver to the customer a written statement for the
basis for the suitability determination; notify the customer of his rights and
remedies in cases of fraud in penny stock transactions; and, the FINRA's toll
free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.
35
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Alan
Weinberg, CPA is our registered independent auditor. There have not been any
changes in or disagreements with our auditors on accounting and financial
disclosure or any other matter.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our Directors, or officers shall not be personally
liable to us or our stockholders for damages for breach of such Director's or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our stockholders
(through stockholders' derivative suits on behalf of our Company) to recover
damages against a Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as Directors
and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL
MATTERS
The legal
opinion rendered by Michael S. Krome Esq. regarding the common stock of
Medisafe 1 Technologies Corp. registered on Form S-1 is as set forth in their
opinion letter included in this prospectus.
EXPERTS
Our
financial statements as of December 31, 2009, and for the period then ended and
cumulative from inception (July 7, 2009), appearing in this prospectus and
registration statement have been audited by Alan Weinberg, CPA an independent
registered Public Accounting Firm, as set forth on their report thereon
appearing elsewhere in this prospectus, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
36
INTEREST
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had, or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the Registrant or any of its parents or subsidiaries. Nor was
any such person connected with the Registrant or any of its parents,
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
Director, officer, or employee.
AVAILABLE
INFORMATION
We have
filed a registration statement on Form S-1 under the Securities Act of 1933, as
amended, relating to the shares of common stock being offered by this
prospectus, and reference is made to such registration statement. This
prospectus constitutes the prospectus of Medisafe 1 Technologies Corporation
filed as part of the registration statement, and it does not contain all
information in the registration statement, as certain portions have been omitted
in accordance with the rules and regulations of the Securities and Exchange
Commission.
We are
subject to the informational requirements of the Securities Exchange Act of 1934
which requires us to file reports, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and other
information may be inspected at public reference facilities of the SEC at 100 F
Street N.E., Washington D.C. 20549. Copies of such material can be obtained from
the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C.
20549 at prescribed rates. Because we file documents electronically with the
SEC, you may also obtain this information by visiting the SEC's Internet website
at http://www.sec.gov
.
We
furnish our stockholders with annual reports containing audited financial
statements.
37
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009
Report
of Registered Independent Auditors
|
F-2 | ||
Financial
Statements-
|
|||
Balance
Sheet as of December 31, 2009
|
F-3 | ||
Statements
of Operations for the Period Ended December 31, 2009, and Cumulative from
Inception
|
F-4 | ||
Statement
of Changes in Stockholders’ (Deficit) for the Period from Inception
Through December 31, 2009
|
F-5 | ||
Statements
of Cash Flows for the Period Ended December 31, 2009, and Cumulative from
Inception
|
F-6 | ||
Notes
to Financial Statements December 31, 2009
|
F-7 |
F-1
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To the
Board of Directors and Stockholders
of
Medisafe 1 Technologies Corp.:
We
have audited the accompanying balance sheet of Medisafe 1 Technologies Corp. (a
Delaware corporation in the development stage) as of December 31, 2009, and the
related statements of operations, stockholders’ (deficit), and cash flows for
the period ended December 31, 2009, and from inception (July 7, 2009) through
December 31, 2009. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Medisafe 1 Technologies Corp. as of
December 31, 2009, and the results of its operations and its cash flows for the
period ended December 31, 2009, and from inception (July 7, 2009) through
December 31, 2009, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2009, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully
submitted,
/s/
Alan Weinberg CPA
Baltimore,
Maryland
February
3, 2010
F-2
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF DECEMBER 31, 2009
ASSETS
|
||||
Current
Assets:
|
||||
Cash
and cash equivalents
|
$ | 600 | ||
Deferred
offering costs
|
20,000 | |||
Total
current assets
|
20,600 | |||
Total
Assets
|
$ | 20,600 | ||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||
Current
Liabilities:
|
||||
Accounts
Payable
|
$ | 2,964 | ||
Accrued
liabilities
|
17,250 | |||
Total
current liabilities
|
20,214 | |||
Loans
from related parties - directors and stockholders
|
20,100 | |||
Loans
from related parties - directors and stockholders -
Patent
|
101,800 | |||
Total
liabilities
|
142,114 | |||
Commitments
and Contingencies
|
||||
Stockholders'
(Deficit):
|
||||
Common
stock, par value $.0001 per share, 200,000,000 shares authorized;
6,000,000 shares issued and outstanding
|
600 | |||
(Deficit)
accumulated during the development stage
|
(122,114 | ) | ||
Total
stockholders' (deficit)
|
(121,514 | ) | ||
Total
Liabilities and Stockholders' (Deficit)
|
$ | 20,600 |
The
accompanying notes to financial statements
are an
integral part of this balance sheet.
F-3
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE PERIOD ENDED DECEMBER 31, 2009,
AND
CUMULATIVE FROM INCEPTION (JULY 7, 2009)
THROUGH
DECEMBER 31, 2009
Period Ended
|
Cumulative
|
|||||||
December 31,
|
From
|
|||||||
2009
|
Inception
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Expenses:
|
||||||||
General
and administrative-
|
||||||||
Research
and development
|
101,800 | 101,800 | ||||||
Professional
fees
|
9,000 | 9,000 | ||||||
Consulting
|
6,100 | 6,100 | ||||||
Filing
Fees
|
2,964 | 2,964 | ||||||
Legal
- incorporation
|
2,250 | 2,250 | ||||||
Total
general and administrative expenses
|
122,114 | 122,114 | ||||||
(Loss)
from Operations
|
(122,114 | ) | (122,114 | ) | ||||
Other
Income (Expense)
|
- | - | ||||||
Provision
for income taxes
|
- | - | ||||||
Net
(Loss)
|
$ | (122,114 | ) | $ | (122,114 | ) | ||
(Loss)
Per Common Share:
|
||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.02 | ) | |||||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
5,831,461 |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-4
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR
THE PERIOD FROM INCEPTION (JULY 7, 2009)
THROUGH
DECEMBER 31, 2009
(Deficit)
|
||||||||||||||||
Accumulated
|
||||||||||||||||
During the
|
||||||||||||||||
Common stock
|
Development
|
|||||||||||||||
Description
|
Shares
|
Amount
|
Stage
|
Totals
|
||||||||||||
Balance
- July 7, 2009
|
- | $ | - | $ | - | $ | - | |||||||||
Common
stock issued for cash
|
6,000,000 | 600 | - | 600 | ||||||||||||
Net
(loss) for the period
|
- | - | (122,114 | ) | (122,114 | ) | ||||||||||
Balance
- December 31, 2009
|
6,000,000 | $ | 600 | $ | (122,114 | ) | $ | (121,514 | ) |
The
accompanying notes to financial statements are
an
integral part of this statement.
F-5
MEDISAFE
1 TECHNOLOGIES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE PERIOD ENDED DECEMBER 31, 2009,
AND
CUMULATIVE FROM INCEPTION (JULY 7, 2009)
THROUGH
DECEMBER 31, 2009
Period Ended
|
Cumulative
|
|||||||
December 31,
|
From
|
|||||||
2009
|
Inception
|
|||||||
Operating
Activities:
|
||||||||
Net
(loss)
|
$ | (122,114 | ) | $ | (122,114 | ) | ||
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
||||||||
Changes
in net liabilities-
|
||||||||
Accounts
Payable
|
2,964 | 2,964 | ||||||
Accrued
liabilities
|
7,250 | 7,250 | ||||||
Net
Cash Used in Operating Activities
|
(111,900 | ) | (111,900 | ) | ||||
Investing
Activities:
|
- | - | ||||||
Net
Cash Used in Investing Activities
|
- | - | ||||||
Financing
Activities:
|
||||||||
Proceeds
from shareholder loans
|
121,900 | 121,900 | ||||||
Payment
of deferred offering costs
|
(10,000 | ) | (10,000 | ) | ||||
Proceeds
from stock issued
|
600 | 600 | ||||||
Net
Cash Provided by Financing Activities
|
112,500 | 112,500 | ||||||
Net
(Decrease) Increase in Cash
|
600 | 600 | ||||||
Cash
- Beginning of Period
|
- | - | ||||||
Cash
- End of Period
|
$ | 600 | $ | 600 | ||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
taxes
|
$ | - | $ | - | ||||
Supplemental
Schedule of Noncash Investing and Financing
Activities:
|
||||||||
Deferred
offering costs accrued.
|
$ | 10,000 | $ | 10,000 |
The
accompanying notes to financial statements are
an
integral part of these statements.
F-6
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2009
(1) Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
Medisafe
1 Technologies Corp. (“Medisafe 1 Technologies” or the “Company”) is a Delaware
corporation in the development stage and has not commenced operations. The
Company was incorporated under the laws of the State of Delaware on July 7,
2009. The business plan of the Company is to develop a commercial application of
the design in a patent titled “Protector for administering medicine” which is a
device that prevents errors in administering medications. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device. The accompanying financial statements of
Medisafe 1 Technologies were prepared from the accounts of the Company under the
accrual basis of accounting.
The
Company has commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the Securities and Exchange Commissions (“SEC”) to
register and sell in a self-directed offering 4,000,000 shares of newly issued
common stock at an offering price of $0.025 for proceeds of up to
$100,000.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended December 31, 2009.
F-7
Income
Taxes
The
Company accounts for income taxes pursuant to FASB Accounting Standards
Codification ("ASC") 740. Deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2009, the carrying value of accrued liabilities,
and loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
Patent
and Intellectual Property
The
Company expenses the costs associated with obtaining a patent or other
intellectual property purchased for research and development and has no
alternative future use.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended December 31, 2009, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was
required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
F-8
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of December 31, 2009, and expenses for the period ended December
31, 2009, and cumulative from inception. Actual results could differ from those
estimates made by management.
Subsequent
events
The
Company evaluated events occurring between the balance sheet date and February 3
2010, the date the financial statements were issued.
Recent Accounting
Pronouncements
In
April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”),
codified in FASB ASC 820-10-65, which provides additional guidance for
estimating fair value in accordance with ASC 820-10 when the volume and level of
activity for an asset or liability have significantly decreased. ASC 820-10-65
also includes guidance on identifying circumstances that indicate a transaction
is not orderly. The adoption of ASC 820-10-65 did not have an impact on the
Company's results of operations or financial condition.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
In
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In
June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In
June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting
Principles, which establishes the FASB Accounting Standards Codification as the
sole source of authoritative generally accepted accounting principles. Pursuant
to the provisions of FASB ASC 105, we have updated references to GAAP in our
financial statements. The adoption of FASB ASC 105 did not impact the Company's
financial position or results of operations.
F-9
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
(2) Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent titled “Protector for administering medicine” which is a
device that prevents errors in administering medications. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device.
On
July 15, 2009, the Company entered into a Patent Transfer and Sale Agreement
whereby the Company acquired all of the rights, title and interest in the patent
known as the “Protector for administering medicine” for consideration of
$100,000 plus legal fees of $1,800. The United States Patent Application
7,347,841 was issued on March 25, 2008.
The
Company has also commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 4,000,000 shares of newly issued common stock at an offering price of
$0.025 per share for proceeds of up to $100,000.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of December 31, 2009,
the cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going
concern.
(3) Patent
On
July 15, 2009, the Company entered into a Patent Transfer and Sale Agreement
with two of the Company's directors, whereby the Company acquired all of the
rights, title and interest in the patent known as the “Protector for
administering medicine” for consideration of $100,000 plus legal fees of $1,800.
The United States Patent Application 7,347,841 was issued on March 25, 2008.
Under the terms of the Patent Transfer and Sale Agreement, the Company was
assigned rights to the patent free of any liens, claims, royalties, licenses,
security interests or other encumbrances. The assignment of the patent was
recorded at the U.S. Patent and Trademark Office on August 12, 2009. As of
December 31, 2009 the historical cost of obtaining the patent, ($100,000) and
legal fees ($1,800) for acquiring the patent were expensed as research and
development costs.
(4) Loans from Related Parties -
Directors and Stockholders
As of
December 31, 2009, loans from directors, who are also stockholders of the
Company, amounted to $121,900. Of this total $101,800 was used for payments to
acquire a patent ( $100,000 the cost of the patent and $1,800 in related legal
fees ) and $20,100 represented working capital advances.
The
loans were advanced as follows
July
10 , 2009 , $1,800
July
20 , 2009 , $25,000
August
12 , 2009 , $8,100
August
20 , 2009 , $25,000
September
20 , 2009 , 25,000
October
20 , 2009 , $25,000
November
10 , 2009 , $12,000
F-10
The
loans are unsecured, non-interest bearing, and due after December 31 2010 , each
loan 24 months from the date of each related loan received.
(5) Common Stock
On July 12, 2009, the Company issued
6,000,000 shares of its common stock to three individuals who are directors and
officers for proceeds of $600.
The
Company has commenced a capital formation activity to submit a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 4,000,000 shares of newly issued common stock at an offering price of
$0.025 per share for proceeds of up to $100,000. As of December 31, 2009, the
Company had incurred $20,000 of deferred offering costs related to this capital
formation activity.
(6) Income Taxes
The
provision (benefit) for income taxes for the period ended December 31, 2009, was
as follows (assuming a 23% effective tax rate):
Current
Tax Provision:
|
||||
Federal-
|
||||
Taxable
income
|
$ | - | ||
Total
current tax provision
|
$ | - | ||
Deferred
Tax Provision:
|
||||
Federal-
|
||||
Loss
carryforwards
|
$ | 28,086 | ||
Change
in valuation allowance
|
(28,086 | ) | ||
Total
deferred tax provision
|
$ | - |
The
Company had deferred income tax assets as of December 31, 2009, as
follows:
Loss
carryforwards
|
$ | 28,086 | ||
Less
- Valuation allowance
|
(28,086 | ) | ||
Total
net deferred tax assets
|
$ | - |
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended December 31, 2009, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
As of
December 31, 2009, the Company had approximately $122,114 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire in the year 2029.
(7) Related Party
Transactions
As
described in Note 4, as of December 31, 2009, the Company owed $121,900 to
Directors, officers, and principal stockholders of the Company.
On
July 15, 2009, the Company entered into a Patent Transfer and Sale Agreement to
purchase the patent from one of the Company's directors and a brother of the
other director, whereby the Company acquired all of the rights, title and
interest in the patent known as the “Protector for administering medicine” in
consideration of $100,000.
F-11
(8) Commitments
As
described in Notes 1, 2 and 5, as of December 31, 2009, the Company had
commenced a capital formation activity to submit a Registration Statement on
Form S-1 to the SEC. In connection with this capital formation activity, the
Company is committed to pay legal fees amounting to $10,000.
On
August 27, 2009, the Company entered into a Transfer Agent and Registrar
Agreement with Nevada Agency and Trust Company (“NATCO”) for transfer agent
services. Under the Agreement, the Company is obligated to pay annual fees of
$1,800 in addition to standard service fees for transfer agent services
received. The agreement can be terminated by either party at any
time.
F-12
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
24. Indemnification of Directors and Officers
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our Directors, or officers shall not be personally
liable to us or our stockholders for damages for breach of such Director's or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our stockholders
(through stockholders' derivative suits on behalf of our Company) to recover
damages against a Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as Directors
and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item
25. Other Expenses of Issuance and Distribution
The
following table sets forth an itemization of all estimated expenses, all of
which we will pay, in connection with the issuance and distribution of the
securities being registered:
Nature of Expense
|
Amount
|
|||
SEC
Registration fee
|
$
|
6
|
||
Accounting
fees and expenses
|
10,000
|
|||
Legal
fees and expenses
|
10,000
|
|||
Total:
|
$
|
20,006
|
Item
26. Recent Sales of Unregistered Securities
The
following sets forth information regarding all sales of our unregistered
securities during the past three years. None of the holders of the shares issued
below have subsequently transferred or disposed of their shares and the list is
also a current listing of the Company's stockholders.
38
On July
12, 2009, we issued a total of 6,000,000 shares of our common stock to three
individuals, including to our Principal Executive Officer and Treasurer,
Principal Financial and Accounting Officer. The purchase price for such shares
was equal to their par value, $0.0001 per share, amounting in the aggregate for
all 6,000,000 shares to $600. None of these transactions involved any
underwriters, underwriting discounts or commissions or any public offering, and
we believe these issuances were exempt under Regulation S of the Securities Act.
No advertising or general solicitation was employed in offering the securities.
The offering and sale were made in an offshore transaction and only to the
following individuals who are all non-U.S. citizens, all in accordance with the
requirements of Regulation S of the Securities Act.
Name and Address of
Beneficial Owner
|
Number of
Shares
of
Common
Stock
Beneficially
Owned
|
|||
Jacob
Elhadad
|
2,000,000 | |||
Yisrael
Gottlieb
|
2,000,000 | |||
Yisrael
Elhadad
|
2,000,000 |
Item
27. Exhibits
EXHIBIT
|
||
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation of the Company
|
|
|
||
3.2
|
By-Laws
of the Company
|
|
|
||
3.3
|
Form
of Common Stock Certificate of the Company
|
|
|
||
5.1
|
Opinion
of Legal Counsel
|
|
|
||
10.1
|
Patent
Transfer and Sale Agreement dated July 15, 2009
|
|
10.2
|
Directors
Loan agreement
|
|
|
||
23.1
|
Consent
of Alan Weinberg CPA
|
|
|
||
23.2
|
Consent
of legal counsel (see Exhibit 5.1)
|
|
99.1
|
Subscription
Agreement
|
Item
28. Undertakings
The
undersigned Registrant hereby undertakes to:
(a)(1)
File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities
Act;
39
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii)
Include any additional or changed material information on the plan of
distribution.
(2) For
determining liability under the Securities Act, each post-effective amendment
shall be deemed to be a new registration statement of the securities offered,
and the offering of the securities at that time shall be deemed to be the
initial bona fide offering.
(3) File
a post-effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
(4) For
determining liability of the undersigned Registrant under the Securities Act to
any purchaser in the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to Directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
40
(c) That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(2) If
the Registrant is subject to Rule 430C,
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
41
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorizes this registration statement to
be signed on its behalf by the undersigned, in Jerusalem, Israel February
23, 2010
Medisafe
1 Technologies Corp.
|
||
|
|
|
Date
February
23, 2010
|
By:
|
/s/
Jacob Elhadad
|
|
Jacob
Elhadad
|
|
|
President
(Principal Executive Officer)
|
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Jacob Elhadad
|
|
President
and Director (Principal
|
|
February
23, 2010
|
Jacob
Elhadad
|
|
Executive
Officer)
|
|
|
|
|
|
|
|
/s/Yisrael
Gottlieb
|
|
Secretary
and Director (and Principal
|
|
February
23, 2010
|
Yisrael
Gottlieb
|
|
accounting
Officer )
|
|
|
42