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Rosetta Genomics Ltd.(ROSG)

 
123Jump Rating: - Avoid   Underwriters: C.E. Unterberg, Towbin
      Oppenheimer & Co
Status: Priced   Maxim Group LLC
 
Address: 10 Plaut St., Science Pk.
FiledDate: 09/01/2006
  Rehovot,
   
  76706, Israel
Filed Price Range ($): $11.00-13.00
       
Telephone: +972-8-948-4755 Filed Offer Amount ($ Million): $45.00
       
Fax: 732-246-9988 Shares Offered (Millions): 3
       
Websites: www.rosettagenomics.com Shares Outstanding (Millions): 10
       
Management: Yoav Chelouche, Chair.
IPO Date: 02/27/2007
  Amir Avniel, Pres./CEO
   
  Tamir Kazaz, CFO
Final Offer Price ($): $7.00
       
Industry: Genetic Engineering Final Offer Size (Millions of Shares): 3.75
       
Employees: 51 Final Offer Amount ($ Million): $26.25
       
Competitors: Celera Genomics
S-1 Forms:
  Invitrogen
   
  Merck
 
       
     
     
     
       
 
- Avoid        - Value Gap        - Short-Term Growth        - Long-Term Growth        - Long-Term Value

Company Links
Executives Products Services
Major Stock Holders   (Prior To Offering)

Name

Class A
Amir Avniel 9.70%
Harmony 2000 8.50%
Instanz Nominees Pty Ltd 6.40%
Isaac Bentwich, M.D. 29.40%
Kadima Hi-Tech Ltd 23.70%

Major Stock Holders  (After Offering)

Name

Common Stock Class A Class B Class C Class L ADS
Amir Avniel 0% 7.00% 0% 0% 0% 0%
Harmony 2000 0% 6.10% 0% 0% 0% 0%
Instanz Nominees Pty Ltd 0% 4.60% 0% 0% 0% 0%
Isaac Bentwich, M.D. 0% 21.00% 0% 0% 0% 0%
Kadima Hi-Tech Ltd 0% 17.00% 0% 0% 0% 0%

Business Environment

The Human Genome Project, which began formally in 1990, was a 13-year project coordinated by the U.S. Department of Energy and the National Institutes of Health to identify all genes in human DNA and determine the sequence of the approximately 3 billion chemical base pairs of which it is comprised. The Human Genome Project identified and mapped approximately 25,000 protein-coding genes, a mere 1.9% of human DNA. The remaining DNA has come to be known as “dark” or “junk” DNA and was presumed to serve no particular purpose because it does not hold instructions for the production of proteins, a process referred to as coding.

The interest in microRNAs has grown tremendously over the past five years. In 2001, there were only four published articles in peer-reviewed journals focused on microRNAs. In 2005, there were over 350 such articles. In addition, Science, a leading scientific journal, identified short non-coding RNAs, of which microRNAs are an important subset, as the number one breakthrough in 2002. The scientific community, as well as pharmaceutical, diagnostic and biotech companies, have begun to realize the potential offered by microRNAs for new diagnostic and therapeutic products.

The growing interest in microRNAs is related to another recently developed field of RNA technology that uses synthetically produced molecules known as small interfering RNAs, or siRNAs. A siRNA is designed to bind to and degrade a messenger RNA, or mRNA, thereby decreasing the overall level of the protein produced by that messenger RNA. However, because siRNAs cannot increase protein production, they cannot be used to treat diseases in which increasing the levels of certain proteins would be beneficial. In contrast, microRNAs can potentially be used either to decrease or increase the levels of proteins. Since microRNAs are naturally produced inhibitors of protein production, a synthetic molecule designed to mimic the activity of a microRNA can decrease the level of a protein produced in abnormally high amounts. On the other hand, a synthetic molecule designed to inhibit a microRNA would cause a decrease in the level of the microRNA and, consequently, an increase in the level of a beneficial protein. In addition, since microRNAs are naturally produced by cells, they can be used as indicators, or biomarkers, of disease, whereas siRNAs cannot be used as such since they are synthetically produced molecules.

Company Strategy
The Company is seeking to develop and commercialize new diagnostic and therapeutic products based on a recently discovered group of genes known as microRNAs.

Product/Services Portfolio
The Company is currently developing several diagnostic products in the field of oncology. In April 2005, the Company entered into a license agreement with Ambion, which was acquired by Applied Biosystems in March 2006. Under this agreement, Applied Biosystems has a non-exclusive license to all of the Company’s microRNA sequences, both validated and non-validated, for use in products to be used either as research reagents or in the performance of research services.

The Company’s diagnostic development efforts are focused on the unmet needs of the cancer diagnostic market. Although various cancer diagnostic tests exist, they suffer from significant drawbacks, including high false positive and false negative rates, and do not provide sufficient information to guide treatment decisions.

There are two primary diagnostic objectives in oncology. The first objective is to increase survival rate by enabling physicians to identify high-risk patients and to detect new or recurring cancers at an early stage. The second objective is to optimize treatment for each patient by providing physicians and patients information on disease parameters, such as tumor aggressiveness, risk of recurrence and likely responses to specific therapies, including different types of surgery, radiotherapy, chemotherapy and ablation.

The Company is currently developing diagnostic products that address both of these objectives, including tests for the early detection of cancer based on non-invasive body fluid tests and tests designed to help physicians and patients make more informed treatment decisions based on the analysis of tumor samples obtained either through biopsies or resections. The Company is currently focusing on developing such diagnostic products for prostate, lung, breast, colorectal and bladder cancers. The Company is also developing a diagnostic test to identify the origin of the primary tumor in metastatic cancers of unknown primary site, or CUP.

The Company has entered into an exclusive collaboration with Asuragen to co-develop prostate cancer diagnostic tests based on analysis of a panel of microRNA biomarkers. The Company has obtained samples of healthy and tumorous prostate tissue and has measured and analyzed the microRNA expression profiles of those samples.

Investment Analysis
The Company recognized no revenues for the six months ended June 30, 2005 and 2006.

Research and development expenses were $2.0 million for the six months ended June 30, 2006, compared to $1.3 million for the six months ended June 30, 2005, an increase of $675,000, or 52%.

Marketing and business development expenses were $834,000 for the six months ended June 30, 2006, compared to $432,000 for the six months ended June 30, 2005, an increase of $402,000, or 93%.

General and administrative expenses were $649,000 for the six months ended June 30, 2006, compared to $530,000 for the six months ended June 30, 2005, an increase of $119,000, or 22%.

Net financial income was $236,000 for the six months ended June 30, 2006, compared to net financial expenses of $154,000 for the six months ended June 30, 2005, an increase in net financial income of $390,000.

Income Data (Thousand $ Except EPS)
Year Revenues Costs Oper Income Taxes Net Income EPS
2003 0.00 0.00 2,347 0.00 2,305 0.96
2004 0.00 0.00 2,984 0.00 2,982 1.19
2005 0.00 0.00 5,183 0.00 5,843 2.35
2006 0.00 0.00 3,452 0.00 3,216 1.27
*As of period ended June 30, 2006

Balance Sheet Data (Thousand $)

Year

Cash Acct Recv. Inventory Total Cur Assets Total Cur Liability PPE Total Assets LT Debt SH Equity
2004 1,514 101 0.00 1,717 748 356 2,081 0.00 1,291
2005 4,917 68 0.00 4,985 1,340 343 5,369 0.00 -2,323
2006 8,491 165 0.00 16,495 2,118 501 17,064 0.00 14,739
*As of period ended June 30, 2006

Cash Flow Summary (Thousand $)

Year

Net Cash-Ops Net Cash-Inv Net Cash-Fin Net Change
2003 -3,505 -228 3,947 214
2004 -1,154 -144 1,760 462
2005 -4,161 -155 7,719 3,403
2006 -2,832 -7,186 13,592 3,574
*As of period ended June 30, 2006
 

 


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