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Vancouver, British Columbia--(Newsfile Corp. - June 27, 2025) - Reem Capital Corp. (TSXV: REEM.P) ("Reem" or the "Corporation"), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the "Exchange") and Kalron Holdings Ltd. ("Kalron") wish to provide an update with respect to the proposed transaction between the Corporation and Kalron, further to the news releases of September 22, 2023, January 27, 2025 and April 2, 2025 announcing the amended and restated definitive securities exchange agreement dated January 27, 2025 (the "Definitive Agreement") between the Corporation, Kalron, Seegnal eHealth Ltd. ("Seegnal"), a subsidiary of Kalron, and certain securityholders of Kalron, in furtherance of the Corporation's proposed Qualifying Transaction (as defined in Policy 2.4 - Capital Pool Companies of the Exchange) (the "Proposed Transaction") and updates thereto. The Corporation following the completion of the Proposed Transaction is herein referred to as the "Resulting Issuer".
REEM SUBSCRIPTION RECEIPT FINANCING
In addition to the previously announced non-brokered private placement of Kalron (the "Kalron Financing") of up to 5,000,000 subscription receipts at $0.80 per subscription receipt for aggregate gross proceeds of up to $4,000,000 (or such greater amount as may be agreed to by Reem and Kalron), Reem intends to complete a non-brokered private placement (the "Reem Financing") of 893,750 subscription receipts (the "Subscription Receipts") at $0.80 per Subscription Receipt for aggregate gross proceeds of $715,000. Each Subscription Receipt will, following the satisfaction of certain escrow release conditions, entitle the holder to receive, without the payment of additional consideration or taking of further action, one unit of Reem (a "Unit") consisting of (i) one common share in the capital of Reem ("Common Share"), and (ii) one Common Share purchase warrant of Reem (a "Reem Warrant"), with each Reem Warrant entitling the holder thereof to acquire one Common Share at a price of $1.20 until twenty-four (24) months following the completion of the Proposed Transaction.
Proceeds of the Reem Financing will be held in escrow pending satisfaction of customary escrow release conditions, including the completion, satisfaction or waiver of all conditions precedent to the Proposed Transaction and the receipt of all required shareholder and regulatory approvals, as applicable (including the conditional approval of the Exchange) in connection with the Proposed Transaction, all of which shall be set forth in a subscription receipt agreement to be entered into. The Units shall be issued on a post-consolidation basis which shall be completed by Reem as an escrow release condition. The consolidation ratio shall be one new Common Share of Reem for 3.16 existing Common Shares of Reem, as previously announced.
In connection with the Reem Financing, the Resulting Issuer will pay Quarck Investments Ltd. ("Quarck") a finder's fee of cash equal to 8% of the gross proceeds brought in by Quarck to the Reem Financing and common share purchase warrants of the Resulting Issuer ("Resulting Issuer Warrants"), on the same terms as the Reem Warrants, equal to 8% of the amount of Subscription Receipts brought in by Quarck under the Reem Financing. All of the cash payable to Quarck shall be payable upon release of the Reem Financing proceeds from escrow.
The terms of the Reem Private Placement remain subject to acceptance of the Exchange.
UPDATES TO THE KALRON FINANCING
The Kalron Financing has been updated to reflect gross proceeds of a minimum of $2,685,000 and together with the Reem Financing (the "Financings"), shall equal gross proceeds of a minimum of $3,400,000 and a maximum of $4,000,000. In connection with the Kalron Financing, the Resulting Issuer will pay Capital Canada Limited ("Capital Canada") a finder's fee of cash equal to 8% of the gross proceeds brought in by Capital Canada to the Kalron Financing and Resulting Issuer Warrants equal to 8% of the amount of Subscription Receipts brought in by Capital Canada under the Kalron Financing. In addition, the Resulting Issuer will pay Quarck a finder's fee of cash equal to 8% of the gross proceeds brought in by Quarck to the Kalron Financing and Resulting Issuer Warrants equal to 8% of the amount of Subscription Receipts brought in by Quarck under the Kalron Financing. All of the cash payable to Capital Canada and Quarck shall be payable upon release of the Kalron Financing proceeds from escrow. The remainder of the terms of the Kalron Financing remain materially unchanged.
The following table sets out the updated proposed principal uses of funds by the Resulting Issuer, after giving effect to the Proposed Transaction and assuming completion of the Kalron Financing and the Reem Financing:
| Principal Uses | Assuming Completion of the Reem Financing and Minimum Kalron Financing (US$) | Assuming Completion of the Reem Financing and Maximum Kalron Financing (US$) |
| Gross profit(1) | $(214,000) | $(214,000) |
| Sales and marketing | $350,000 | $628,000 |
| Research and development | $550,000 | $669,000 |
| General and Administration | $665,000 | $665,000 |
| Public Company and Listing Expenses | $150,000 | $150,000 |
| Unallocated working capital | $132,937 | $157,080 |
| Total | $1,633,937 | $2,050,080 |
Note:
(1) Revenue less cost of sales.
Following the completion of the Proposed Transaction, including the Reem Financing and the Kalron Financing, there will be approximately 44,295,626 Resulting Issuer Shares outstanding, and approximately 29,204,331 Resulting Issuer Shares will be reserved for issuance pursuant to convertible securities of the Resulting Issuer.
The following table summarizes the proposed pro forma capitalization of the Resulting Issuer following completion of the Proposed Transaction, the Reem Consolidation and the Kalron Financing:
| Designation of security | After giving effect to the Proposed Qualifying Transaction, and the Private Placements(1) | |
| Number Outstanding | Percentage of Fully- Diluted Share Capital | |
| Issued to shareholders of Kalron pursuant to the Proposed Transaction (excluding the convertible debenture and SAFE holders of Kalron) | 6,560,310 | 8.90% |
| Issued to shareholders of Kalron upon conversion of the convertible debentures and SAFE of Kalron pursuant to the Proposed Transaction (2) | 28,823,265 | 39.08% |
| Existing shareholders of Reem (post-Consolidation) | 2,500,000 | 3.39% |
| Issued to investors in the Kalron Financing(3) | 3,356,250 | 4.55% |
| Issued to investors in the Reem Financing(4) | 893,750 | 1.21% |
| Issued to Exiteam as a financial advisory fee | 1,369,379 | 1.86% |
| Issued to Quarck as a financial advisory fee | 792,672 | 1.07% |
| Total Resulting Issuer Shares | 44,295,626 | |
| Reserved for issuance upon the exercise of Resulting Issuer Warrants to be issued in the Kalron Financing(3) and the Reem Financing(4) | 4,250,000 | 5.76% |
| Reserved for issuance upon the exercise of warrants of the Resulting Issuer to be issued upon conversion of the Kalron convertible debentures(2) | 24,276,873 | 32.92% |
| Reserved for issuance upon exercise of outstanding Reem stock options (post-Consolidation) | 250,000 | 0.34% |
| Reserved for issuance upon the exercise of warrants of the Resulting Issuer to be issued to Steckel Investments Inc.(5) | 368,958 | 0.50% |
| Reserved for issuance upon the exercise of Resulting Issuer Warrants to be issued as finder's fees pursuant to the Kalron Financing(3) and the Reem Financing(4) | 308,500 | 0.42% |
| Total Resulting Issuer Shares (fully-diluted) | 73,749,957 | 100% |
Notes:
(1) Assumes completion of the Reem Share Adjustment and the minimum gross proceeds of $2,685,000 under the Kalron Financing and the gross proceeds of the Reem Financing.
(2) Certain convertible debentures accrue interest and such amounts factor in estimated interest to February 28, 2025. These amounts are subject to change as interest continues to accrue. The warrants of the Resulting Issuer shall be issued at an exercise price of $1.20 per Resulting Issuer Share (post-Reem Share Adjustment).
(3) Assumes completion of the minimum gross proceeds under the Kalron Financing.
(4) Assumes completion of the gross proceeds under the Reem Financing.
(5) To be issued pursuant to an engagement letter between Seegnal and Capital Canada Limited entitling Capital Canada Limited to warrants of the Resulting Issuer for services relating to prior financings of Kalron and Seegnal. Capital Canada Limited instructed Kalron and Seegnal to issue the warrants to Steckel Investments Inc. pursuant to an amended letter of direction dated November 1, 2024.
SELECTED FINANCIAL STATEMENT INFORMATION
The following table presents selected information on the financial condition and results of operations for the Corporation and Kalron. Such information is derived from the unaudited financial statements of Kalron for the period ended March 31, 2025 and the unaudited financial statements of the Corporation for the period ended February 28, 2025. The information provided herein should be read in conjunction with such unaudited financial statements, which have been prepared in accordance with IFRS. The Corporation's financial statements have been filed on SEDAR+.
| Kalron | Reem | |
| As at March 31, 2025 for the 3 month period ended March 31, 2025 (unaudited) (US$) | As at February 28, 2025 for the 6 month period ended February 28, 2025 (unaudited) (C$) | |
| Balance Sheet | ||
| Current Assets | 915,000 | 250,918 |
| Other assets | 70,000 | Nil |
| Total Assets | 985,000 | 250,918 |
| Current Liabilities | 16,046,000(1) | 65,244 |
| Non-Current Liabilities | 815,000 | Nil |
| Total Liabilities | 16,861,000 | 65,244 |
| Shareholders' Equity (Deficit) | (15,876,000) | 185,674 |
| Total Liabilities and Shareholders' Equity | 985,000 | 250,918 |
| Revenues | 303,000 | Nil |
| Net profit/loss | (793,000) | (71,622) |
Note:
(1) Includes non-cash convertible loans of US$13,197,000, all of which are anticipated to be converted in connection with the Proposed Transaction
ABOUT KALRON
Kalron is a privately-held holding corporation that was established under the laws of Israel in 2017. Kalron is the sole shareholder of Seegnal, an Israeli based corporation which had operated under Teva Pharmaceuticals Industries Ltd. ("Teva") until its purchase by Kalron in December 2017.
Seegnal was founded in 2015 as a fully owned subsidiary of Teva to develop a clinical decision support system software for clinicians at the point of care, aimed at improving patient care and outcomes, improving clinician experience and substantially lower healthcare expenditures. Seegnal provides patient-tailored SAAS system for one-glance managing and mitigating drug related problems while providing decision support to healthcare professionals at the point of care. Seegnal has developed, owns and is marketing a SAAS based software platform of addressing the need of detecting and solving drug-related problems, which has been determined as the fourth leading cause of mortality in developed countries.1 Seegnal's SAAS based software platform is a patient-tailored, clinicians'-friendly drug-related problem solution. Seegnal exclusively integrates at the point-of-care, unique patient specific data like genetics, food, results of lab tests, ECG, smoking and the effects of many concomitant medications, while delivering accuracy, sensitivity and specificity. The software was developed for clinicians to manage and resolve Drug Related Problems, relevant specifically per patient, quickly and effectively. In 2017, Seegnal was purchased from Teva by Kalron. As part of the acquisition, Kalron committed to continue to employ Seegnal's employees and to pay Teva certain royalties on sales. Seegnal is marketing its SAAS-based platform in the State of Israel, the UAE, the United States of America and Poland. The platform is currently a "standard of care" system for over 10,000 clinicians in Israel on a daily basis when prescribing medications to their patients. Two of Israel's four HMO's are using the system as their primary solution.
Kalron, through its subsidiary Seegnal, has developed a vast intellectual property portfolio. The SAAS based technology contains over 1500 specific algorithms as well as United States of America, Israeli and Chinese granted patents in the areas of Graphical User Interface ("GUI") and workflow. The Seegnal system's functional disruptive GUI approach reduces the workload to 1% compared to legacy systems, while providing over 98% alert accuracy and utilizing advanced pharmacogenetics algorithms to provide futuristic precision medication therapy today.
ABOUT REEM
Reem was incorporated under the Business Corporations Act (British Columbia) and is a Capital Pool Company governed by the policies of the Exchange. Reem's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a Capital Pool Company should be considered highly speculative.
FURTHER INFORMATION
Reem will provide further details in respect of the Proposed Transaction and Concurrent Financings in due course by way of a subsequent news release, however, Reem will make available to the Exchange all information, including financial information, as may be requested or required by the Exchange.
All information contained in this news release with respect to Reem and Kalron was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to the Exchange Requirements. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the non-offering prospectus prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, please contact:
Reem Capital Corp. | Kalron Holdings Ltd. |
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the polices of the Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "believe", "estimate", "expect", "intend", "projected" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
More particularly and without limitation, this press release contains forward-looking statements concerning the Proposed Transaction (including the terms and timing thereof), the Financings including the amounts anticipated to be raised, the shareholders intending to participate in such Financings, the closing of the Financings, receipt of requisite approvals, including acceptance of the Exchange for the Proposed Transaction and Financings, the escrow release conditions and the use of proceeds therefrom, the details of any securities issuances, conversions, exchanges or cancellations (completed or anticipated), the continued business of the Resulting Issuer, the trading of the Resulting Issuer Shares on the Exchange, the anticipated insiders of the Resulting Issuer, the holding of shareholder meetings in connection with the Proposed Transaction, the closing of the Proposed Transaction including completing the Reem Consolidation and the Financings and meeting the requisite escrow release conditions, and the successful implementation of Kalron and Seegnal's business plans, including the successful implementation of Seegnal's SAAS products. In disclosing the forward-looking information contained in this press release, Reem has made certain assumptions, including that: all applicable shareholder and regulatory approvals for the Proposed Transaction will be received; that the Proposed Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature and the acceptance of the Seegnal products by customers in the United States and Europe. Although Reem believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: war in Israel and the Middle East; availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Proposed Transaction will be completed on the terms set out in the Definitive Agreement or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Reem disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
1 Miles Hacker, Pharmacology, 2009 (https://www.sciencedirect.com/topics/medicine-and-dentistry/adverse-drug-reaction); Ernst FR, Grizzle AJ: Drug-related morbidity and mortality: updating the cost-of-illness model. J Am Pharm Assoc. 2001, 41 (2): 192-9; and Jason L et al., Journal of American Medical Association 1998; 279: 1200-1205.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257199
