Forbes Medi-Tech Inc. - Report of Foreign Issuer (6-K)
2008年3月21日 - 5:17AM
Edgar (US Regulatory)
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange
Act of 1934
For the month of
March
, 2008
Commission File
Number
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Forbes Medi-Tech Inc.
(Translation of registrant's name
into English)
|
Suite 200-750 West Pender Street, Vancouver, BC, V6C 2T8,
Canada
(Address of principal executive
offices)
|
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form 20-F....[ X ]..... Form 40-F...[ ]...
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper
of a Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper
of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrants home country), or under the rules of the home
country exchange on which the registrants securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrants security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or
other Commission filing on EDGAR.
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ ]
If
"Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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|
Date:
March 20
, 2008
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FORBES
MEDI-TECH INC.
Charles
A. Butt
Charles A.
Butt
President &
CEO
|
A Life Sciences Company
|
|
For
Immediate Release
|
March 20, 2008
|
Forbes Medi-Tech Announces $3.8 Million Non-Dilutive Funding
Transaction
Vancouver, Canada
Forbes Medi-Tech Inc. (TSX:FMI,
NASDAQ:FMTI or NASDAQ:FMTID) (Forbes or the Company) today announced that,
as part of its continuing reorganization plan, it has entered into an agreement
with a private investor (the Investor) to reorganize Forbes Medi-Tech
Operations Inc. (FMTO), a wholly-owned subsidiary of Forbes. The Investor is
to make an investment of $3 million in a convertible debenture of FMTO. All of
the assets, liabilities and operations of FMTO, including the proceeds from the
issue of the convertible debenture, are to be transferred to Forbes, which will
continue to carry on the business previously carried on by FMTO. The
debenture is convertible into 35% of the voting common shares and all of the
non-voting common shares of FMTO, representing 79% of the issued and outstanding
common shares of FMTO at the time of completion of the transaction. The
transaction is expected to close on or before April 30, 2008. Completion of the
transaction is subject to the satisfaction of certain conditions.
Following completion of the transaction, Forbes and the Investor will
source and pursue other opportunities to maximize the value of their respective
interests in FMTO. Subject to certain conditions, the Investor has agreed
that Forbes will receive a minimum of $800,000 from these other opportunities
within one year of completion of the transaction.
The
transaction will not result in any change to the share ownership of Forbes, its
listing on the NASDAQ or TSX, the composition of its Board of Directors,
management or in any of its relationships and commitments to shareholders,
employees, government and industry partners, customers, and suppliers. From an
operational perspective, there will be no changes, Forbes will acquire from
FMTO, and retain, all rights to its intellectual property and will continue to
develop and market a portfolio of products for the benefit of all consumers,
including the further commercialization of Reducol, and to continue its
pharmaceutical programs under its current business plan.
"We
believe this transaction clearly unlocks value for our shareholders, stated
Charles Butt, President and CEO of Forbes Medi-Tech. We will immediately access
$3 million of non-dilutive capital for our business development and operational
plans, followed by an additional $800,000 within a year, plus a possible upside
on the latter amount. We look forward to working with the Investor to fully
develop this opportunity."
Based on our
outstanding common shares of 4,801,512, this transaction will add shareholder
value of
approximately $0.79 per common share.
About Forbes Medi-Tech Inc.
Forbes
Medi-Tech Inc. is a life sciences company dedicated to the research, development
and commercialization of innovative products for the prevention and treatment of
life-threatening disease. Our strategy and vision is to develop and market
a portfolio of products for the benefit of all consumers, from the healthy
person desiring consumer lifestyle products that can help reduce the risk of
future disease, to medical patients needing therapeutic prescription products
for the treatment of an established ailment. Additional information on Forbes
Medi-Tech can be found at www.forbesmedi.com
# #
#
For
more information, please contact:
|
|
Forbes Investor Relations
Telephone: (604) 681-8976
E-mail:
ir@forbesmedi.com
|
David Goold
Chief Financial
Officer
Telephone:
(604) 689-5899
E-mail:
dgoold@forbesmedi.com
|
NASDAQ and the Toronto Stock Exchange have not reviewed and do
not accept responsibility for the adequacy or accuracy of the content of this
News Release. This News Release contains forward-looking statements and
information regarding Forbes continuing reorganization plan and non-dilutive
financing,, and Forbes strategy and vision, which statements can be identified
by the use of forward-looking terminology such as will, expected, expects,
possible, strategy and vision. The Companys actual results could
differ materially from those anticipated in these forward-looking statements and
information as a result of numerous factors, including uncertainty whether the
continued reorganization plan and financing will be undertaken or completed as
planned or at all ;the satisfactions of the conditions contained in the
agreement with the Investor including those that are to be satisfied in the
discretion of the Investor, the need for performance by the Investor,
which is not assured; the possibility that the reorganization will result in
different outcomes than those currently anticipated; uncertainty whether the
Company will receive all of the anticipated proceeds of the financing, including
the $800,000 within a year; the Companys need for further funding, which
is not assured; changes in business strategy or development plans; uncertainty
whether the Company will realize its strategies and vision; and other risks and
uncertainties, as contained in news releases and filings with Securities
Regulatory Authorities in Canada and the U.S. at www.sedar.com and at
www.sec.gov , any of which could cause actual results to vary materially from
current results or the Companys anticipated future results. Forward-looking
statements and information are based on the assumptions, beliefs, opinions and
expectations of the Companys management at the time they are made, and, except
as required under applicable law, the Company does not assume any obligation to
update any statement should those assumptions, beliefs, opinions or
expectations, or other circumstances change.
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