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This prospectus relates to the offering for resale of CardioTech
International,Inc. common stock. In this prospectus, the terms “CardioTech,”
“we,” or “us” will each refer to CardioTech International,Inc. The shares of
common stock being offered were issued to the selling security holders upon
exercise of certain warrants, which were issued in connection with a private
placement of units, each unit consisting of one share of common stock and
one warrant to purchase one share of common stock. Sales of the units were
made pursuant to Unit Purchase Agreements between CardioTech and each
of the unit purchasers, dated as of November9, 1998 and December15, 1998.
The private placement terminated on December15, 1998. Fechtor