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Park City Group Reports 200% Increase in Net Income for Fiscal Third Quarter of 2019

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Strong Profitability Drove Record Operating Cash Flow for Highest
Cash Balance Ever

Company Achieves Goal of Implementing MarketPlace Across Entire
Supplier Base

Board of Directors Approves $4 Million Common Share Repurchase
Program

SALT LAKE CITY–(BUSINESS WIRE)–Park City Group, Inc. (NASDAQ: PCYG), the parent company of ReposiTrak,
Inc., which operates a B2B ecommerce, compliance and supply chain
platform that partners with retailers, wholesalers, and their suppliers,
to accelerate sales, control risk and improve supply chain efficiencies,
announced financial results for the third fiscal quarter ended March 31,
2019.

Third Fiscal Quarter Financial and Recent Business Highlights:

  • Net Income tripled to $921,000, Operating Cash Flow of $1.65
    million drove cash to $18.1 million.
  • MarketPlace Similar Supplier use case launched with more than
    20,000 category participants.
  • Compliance connections reach 84,000 for 342,000 total connections
    across all applications.
  • Supply Chain and Compliance trends positive with recurring revenues
    up year-over-year.

“We made significant progress with MarketPlace, leveraging on our early
successes to launch our most important use case, Similar Supplier, which
enables the replacement of non-compliant suppliers,” said Randall K.
Fields, Chairman and CEO of Park City Group. “This required our
development team to successfully launch sophisticated capabilities that
allow a retail or wholesale HUB to search our entire Compliant Supplier
base, and the Customer Success Team to reach out to literally thousands
of suppliers to help them to add supplementary information about the
products they sell. As a result of these efforts, we were able to launch
Similar Supplier with over 20,000 category participants, giving us the
largest database linking suppliers’ products and compliance, enhancing
the value of our platform for all industry participants.”

“The launch of MarketPlace Similar Supplier was a herculean effort
involving everyone on the team,” added Fields. “And while we were
executing on this initiative, we also substantially reorganized our
salesforce, moved our corporate headquarters, and more than doubled the
capacity of our data center. The salesforce reorganization better aligns
the team to our converged application platform and will enable cross
selling and increased the adoption of more services per customer, while
the move to a new headquarters and the upgrade or our data center
doubles the space to grow our Customer Success Team and increases the
capacity to handle our scaled MarketPlace application. Revenue from net
new customer additions was held back as a result of these initiatives;
however, the Company is now positioned for growth for years to come.”

“While expanding MarketPlace’s use cases and enhancing our operational
capabilities, we never lost sight of our commitment to our customers’
success,” continued Fields. ”We reached 84,000 Compliance connections.
With growth in Supply Chain, total connections are now 342,000.
Compliance levels for existing customers grew, as did recurring revenue.
Importantly, we also launched an initiative, backed by the Federation of
Wholesale Distributors, to make ReposiTrak the industry standard for
food safety compliance in the U.K.. And with all of this going on, we
tripled net income and delivered record operating cash flow, ending the
quarter with over $18 million in cash. In short, the core is gaining
strength, and the moat around our business gives us the ability to scale
strategically while generating quarterly profitability.”

“This was an important quarter for the Company. It was imperative that
MarketPlace be able to help solve the problems our Compliance service
identifies, and that we are better prepared to cross sell our
applications and scale our business. We remain confident in our
converged platform strategy. We are unique in our capabilities to help
retailers or wholesaler manage their relationships with their suppliers
across the entire workflow of the supply chain from sourcing a supplier,
to vetting that supplier, and then transacting with them efficiently.
This end-to-end capability positions us as the only company capable of
enhancing these customers’ competitive position by allowing them to make
rapid sourcing decisions, diversifying their product line-ups, and
enabling them to compete better in a post-Amazon world.”

Financial Results Summary:

Third Fiscal Quarter 2019 Results: Total revenue declined 5% to $5.0
million for the three months ended March 31, 2019, as compared to $5.3
million during the same period a year ago primarily due to lower
revenues from new implementations and a year-over-year decline in
MarketPlace revenue. Total operating expenses were $4.0 million, an 18%
decrease from $4.8 million a year ago, as the Company is leveraging
investments made in increasing productivity. GAAP net income was $1.1
million, or 21% of revenue, versus $457,000, or 9% of revenue, a year
ago, and GAAP net income to common shareholders was $921,000, or $0.05
per diluted share, compared to $311,000, or $0.02 per diluted share, a
year ago.

Fiscal 2019 To Date Results: Total revenue increased 5% to $16.5 million
for the nine months ended March 31, 2019, as compared to $15.7 million
during the same period a year ago primarily due to an increase in
subscription revenues for the Company’s Compliance and Supply chain
services. Total operating expenses were $12.8 million, a 5% decrease
from $13.5 million a year ago, as the Company is leveraging investments
made in increasing productivity. GAAP net income was $3.7 million, or
23% of revenue, versus $2.1 million, or 14% of revenue, a year ago, and
GAAP net income to common shareholders was $3.3 million, or $0.16 per
diluted share, compared to $1.7 million, or $0.08 per diluted share, a
year ago.

Conference Call:

The Company will host a conference call at 4:30 P.M. ET today, May 9,
2019 to discuss the Company’s results. Investors and interested parties
may participate in the call by dialing 877-830-2596 or 785-424-1744
(international) and referring Conference ID: 134465. The conference call
is also being webcast and is available via the investor relations
section of the Company’s website, www.parkcitygroup.com.
A replay of the conference call will be available from 7:30 ET today
until 11:59 p.m. ET on June 9, 2019. The Replay can be accessed by
calling 844-512-2921 (toll-free) or 412-317-6671 (international). Please
enter pin number 134465 to access the replay.

About Park City Group:

Park City Group, Inc. (NASDAQ: PCYG), the parent company of ReposiTrak,
Inc., a compliance, supply chain, and e-commerce platform that partners
with retailers, wholesalers and their suppliers, to accelerate sales,
control risk, and improve supply chain efficiencies. More information is
available at www.parkcitygroup.com
and www.repositrak.com.

Specific disclosure relating to Park City Group, including management’s
analysis of results from operations and financial condition, are
contained in the Company’s annual report on Form 10-Q for the fiscal
quarter ended December 31, 2018 and other reports filed with the
Securities and Exchange Commission. Investors are encouraged to read and
consider such disclosure and analysis contained in the Company’s Form
10-K and other reports, including the risk factors contained in the Form
10-K.

Non-GAAP Financial Measures

While this press release does not include non-GAAP financial measures,
the financial presentation below contains certain financial measures
defined as “non-GAAP financial measures” by the Securities and Exchange
Commission, including non-GAAP EBITDA and non-GAAP earnings per share.
These measures may be different from non-GAAP financial measures used by
other companies. The presentation of this financial information, which
is not prepared under any comprehensive set of accounting rules or
principles, is not intended to be considered in isolation or as a
substitute for the financial information prepared and presented in
accordance with generally accepted accounting principles.
Reconciliations of these non-GAAP financial measures to the nearest
comparable GAAP measures will be provided upon the completion of the
Company’s annual audit.

Non-GAAP EBITDA excludes items such as impairment charges, allowance for
doubtful accounts, non-cash stock-based compensation and other one-time
cash and non-cash charges. Non-GAAP EPS excludes items such as non-cash
stock-based compensation, amortization of acquired intangible assets and
other one-time cash and non-cash charges. The Company believes the
non-GAAP measures provide useful information to both management and
investors by excluding certain expenses, gains and losses or net
purchases of property and equipment, as the case may be, which may not
be indicative of its core operation results and business outlook.
Because Park City Group has historically reported certain non-GAAP
results to investors, the Company believes that the inclusion of
non-GAAP measures in the financial presentation below allows investors
to compare the Company’s financial results with the Company’s historical
financial results reported using non-GAAP financial measures, as well as
with the financial results reported by others.

Forward-Looking Statement

Any statements contained in this document that are not historical facts
are forward-looking statements as defined in the U.S. Private Securities
Litigation Reform Act of 1995. Words such as “anticipate,” “believe,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,”
“predict,” “if”, “should” and “will” and similar expressions as they
relate to Park City Group, Inc. (“Park City Group”) are intended to
identify such forward-looking statements. Park City Group may from time
to time update these publicly announced projections, but it is not
obligated to do so. Any projections of future results of operations
should not be construed in any manner as a guarantee that such results
will in fact occur. These projections are subject to change and could
differ materially from final reported results. For a discussion of such
risks and uncertainties, see “Risk Factors” in Park City’s annual report
on Form 10-K, its quarterly report on Form 10-Q, and its other reports
filed with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as
of the dates on which they are made.

 
Park City Group, Inc.
INCOME STATEMENT
           
3 Months Ended 9 Months Ended
FY ENDS June 3/31/19 3/31/18 % Chg. 3/31/19 3/31/18 % Chg.
 
Total Revenues $ 5,006,132 $ 5,278,783 (5 %) $ 16,513,363 $ 15,715,654 5 %
 
Operating Expenses
Cost of Services and Product Support (1,342,051 ) (1,805,256 ) (26 %) (4,341,236 ) (4,649,620 ) (7 %)
Sales and Marketing (1,485,785 ) (1,574,663 ) (6 %) (4,533,664 ) (4,781,752 ) (5 %)
General and Administrative (1,020,652 ) (1,293,727 ) (21 %) (3,490,698 ) (3,569,584 ) (2 %)
Depreciation and Amortization   (140,312 )   (165,189 ) (15 %)   (429,717 )   (487,815 ) (12 %)
Total Operating Expenses (3,988,800 ) (4,838,835 ) (18 %) (12,795,315 ) (13,488,771 ) (5 %)
 
Operating Income $ 1,017,332 $ 439,948 131 % $ 3,718,048 $ 2,226,883 67 %
 
Interest Income 75,670 17,730 327 % 165,567 NM
Interest (Expense)   (4,706 )     NM   (20,802 )   (12,157 ) 71 %
Income Before Taxes 1,088,296 457,678 138 % 3,862,813 2,214,726 74 %
 
Provision for Taxes   (20,210 )   (349 ) NM   (142,710 )   (76,063 ) 88 %
Net Income $ 1,068,086 $ 457,329 134 % $ 3,720,103 $ 2,138,663 74 %
 
Dividends on Preferred Stock   (146,610 )   (146,611 ) (0 %)   (439,832 )   (426,737 ) 3 %
Net Income to Common Shareholders $ 921,476   $ 310,718   197 % $ 3,280,271   $ 1,711,926   92 %
 
GAAP EPS, Basic $ 0.05 $ 0.02 193 % $ 0.17 $ 0.09 89 %
GAAP EPS, Diluted $ 0.05   $ 0.02   196 % $ 0.16   $ 0.08   90 %
 
Weighted Average Shares, Basic 19,861,000 19,648,000 19,823,000 19,519,000
Weighted Average Shares, Diluted 20,390,000 20,321,000 20,369,000 20,250,000
 
 
Park City Group, Inc.
RECONCILIATION OF NON-GAAP ITEMS
             
3 Months Ended 9 Months Ended
FY ENDS June 3/31/19 3/31/18 % Chg. 3/31/19 3/31/18 % Chg.
 
Net Income $ 1,068,086 $ 457,329 134 % $ 3,720,103 $ 2,138,663 74 %
 
Adjustments:
Depreciation and Amortization 140,312 165,189 (15 %) 429,717 487,815 (12 %)
Interest Expense (Income) (70,964 ) (17,730 ) NM (144,765 ) 12,157 (1291 %)
Provision for Taxes 20,210 349 5691 % 142,710 76,063 88 %
Other (Incl. Bad Debt Exp.) 150,000 100,000 50 % 350,000 295,050 19 %
Stock Compensation Expense   150,283     101,649   48 %   473,556     489,748   (3 %)
Adjusted EBITDA $ 1,457,927 $ 806,786 81 % $ 4,971,321 $ 3,499,496 42 %
 
 
Net Income $ 1,068,086 $ 457,329 134 % $ 3,720,103 $ 2,138,663 74 %
 
Adjustments:
Stock Compensation Expense 150,283 101,649 124 % 473,556 489,748 12 %
Acquisition Related Amortization   32,850     32,850     98,550     98,550  
Adjusted non-GAAP Net Income 1,251,219 591,828 111 % 4,292,209 2,726,961 57 %
 
Preferred Dividends   (146,610 )   (146,611 ) (0 %)   (439,832 )   (426,737 ) 3 %
Adjusted non-GAAP Net Income
to Common Shareholders $ 1,104,609 $ 445,217 148 % $ 3,852,377 $ 2,300,224 67 %
 
Adjusted Non-GAAP EPS $ 0.05 $ 0.02 147 % $ 0.19 $ 0.11 66 %
 
Weighted Average Shares, Diluted 20,390,000 20,321,000 20,369,000 20,250,000
 
 
Park City Group, Inc.
CONSOLIDATED BALANCE SHEET
             
Period Ended
FY ENDS June 3/31/19 6/30/18
 
Assets
 
Current Assets:
Cash $ 18,145,369 $ 14,892,439
Receivables, Net Allowances 3,977,982 4,222,348
Contract Asset (Current Portion of Unbilled) 3,379,652 3,502,287
Prepaid Expenses and Other Current Assets   1,219,878     1,116,387  
Total Current Assets $ 26,722,881 $ 23,733,461
 
Property and Equipment, Net $ 1,683,923 $ 1,896,348
 
Other Assets:
Deposits, and Other Assets 3,922 18,691
Contract Asset (Long-Term Portion of Unbilled) 1,864,974 1,194,574
Investments 476,884 477,884
Customer Relationships 821,250 919,800
Goodwill 20,883,886 20,883,886
Capitalized Software Costs, Net   95,380     168,926  
Total Other Assets $ 24,146,296 $ 23,663,761
 
Total Assets $ 52,553,100   $ 49,293,570  
 
 
Liabilities
 
Current Liabilities:
Accounts Payable $ 622,803 $ 1,490,434
Accrued Liabilities 1,328,037 745,694
Contract Liability (Deferred Revenue) 2,063,810 2,335,286
Lines of Credit 4,660,000 3,230,000
Current Portion of Notes Payable   36,891     188,478  
Total Current Liabilities $ 8,711,541 $ 7,989,892
 
Long-Term Liabilities:
Notes Payable, Less Current Portion 255,054 1,592,077
Other Long-Term Liabilities       7,275  
Total Long-Term Liabilities $ 255,054 $ 1,599,352
 
Total Liabilities $ 8,966,595 $ 9,589,244
 
Shareholder Equity
 
Series B Preferred $ 6,254 $ 6,254
Series B-1 Preferred 2,124 2,124
Common Stock 198,715 197,738
Additional Paid-In Capital 77,312,818 76,711,887
Accumulated Deficit   (33,933,406 )   (37,213,677 )
 
Total Shareholder Equity $ 43,586,505 $ 39,704,326
 
Total Liabilities and Shareholder Equity $ 52,553,100   $ 49,293,570  
 
 
Park City Group, Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS
         
3 Months Ended 9 Months Ended
FY ENDS June 3/31/19 3/31/18 3/31/19 3/31/18
 
Cash Flows From Operating Activities:
Net Income $ 1,068,086 $ 457,329 $ 3,720,103 $ 2,138,663
 
Adj. to Reconcile Net Income to Net Cash from Operating Activities:
Depreciation and Amortization 140,313 165,187 429,718 487,815
Stock Compensation Expense 150,283 101,649 473,556 489,748
Bad Debt Expense 150,000 100,000 350,000 295,050
Decrease (Increase) in Accounts Receivables (191,050 ) (952,816 ) 17,001 (2,999,613 )
Decrease (Increase) in LT Receivables, Prepaid Expenses & Other
Assets
1,133,459 143,498 (759,122 ) 764,513
Increase (Decrease) in Accounts Payable (215,348 ) 614,142 (867,631 ) 688,073
Increase (Decrease) in Accrued Liabilities 25,123 (173,204 ) 392,089 (98,821 )
Increase (Decrease) in Deferred Revenue   (607,486 )   (49,422 )   (271,752 )   9,548  
Net Cash From (Used In) Operating Activities $ 1,653,380 $ 406,363 $ 3,483,962 $ 1,774,976
 
Cash Flows From Investing Activities:
Capitalization of Software Costs (111,241 )
Purchase of Long-Term Investments 1,000 1,000
Purchase of Property and Equipment   (41,650 )   (26,361 )   (45,197 )   (204,004 )
Net Cash From (Used In) Investing Activities $ (40,650 ) $ (26,361 ) $ (44,197 ) $ (315,245 )
 
Cash Flows From Financing Activities:
Net Increase in Line of Credit 380,000 1,430,000 380,000
Proceeds from Issuance of Notes Payable 56,078
Preferred Stock Redemption (999,990 ) (999,990 )
Proceeds from Employee Stock Plans 124,627 244,417
Proceeds from Exercise of Options and Warrants 666,903 164,997 666,903
Dividends Paid (146,611 ) (162,966 ) (293,222 ) (488,897 )
Payments on Notes Payable and Capital Leases   (3,032 )     (378,923 )   (1,488,610 )   (544,088 )
Net Cash From (Used In) Financing Activities $ (149,643 ) $ (370,351 ) $ (186,835 ) $ (685,577 )
 
Net Increase (Decrease) in Cash $ 1,463,087 $ 9,651 $ 3,252,930 $ 774,154
 
Cash at Beginning of Period   16,682,282     14,818,509     14,892,439     14,054,006  
 
Cash at End of Period $ 18,145,369   $ 14,828,160   $ 18,145,369   $ 14,828,160  

Contacts

Investor Relations:
Todd Mitchell, CFO
Park City Group
435-645-2216
[email protected]

Rob
Fink
Hayden IR
646-415-8972
[email protected]


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Cannabis

4D Printing in Healthcare Market is Valued at USD 179.7 Million by 2034 with CAGR of 30.7%, Innovating Patient Care with Dynamic Prototyping – By PMI

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Announces

IMC Announces Potential Reverse Merger with Kadimastem a leading Clinical cell therapy company

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imc-announces-potential-reverse-merger-with-kadimastem-a-leading-clinical-cell-therapy-company

Not for distribution to United States newswire services or for dissemination in the United States

TORONTO and GLIL YAM, Israel, Feb. 28, 2024 /PRNewswire/ — IM Cannabis Corp. (CSE: IMCC) (NASDAQ: IMCC) (the “Company” or “IMC“), a leading medical cannabis company with operations in Israel and Germany, is pleased to announce that it has entered into a non-binding term sheet dated February 13, 2024, as amended (the “Term Sheet“), and a Loan Agreement (as defined below) with Holding Company (as defined below), with Israel-based Kadimastem Ltd a clinical cell therapy public company traded on the Tel Aviv Stock Exchange under the symbol (TASE: KDST) (“Kadimastem“), whereby the parties will complete a business combination that will constitute a reverse merger into the Company by Kadimastem (the “Proposed Transaction“).

 

 

We have been looking for a way to deliver maximum value for our shareholders in the current situation and believe that a reverse merger with Kadimastem will provide this,” said Oren Shuster, CEO of IMC. “With its focus on clinical stage cell therapy, and an FDA approval for a Phase IIa clinical trial, we believe that Kadimastem has tremendous potential.”

“Kadimastem’s strategic decision to pursue a NASDAQ listing underscores our commitment to maximizing the potential of our diabetes and ALS product candidates,” said Ronen Twito, Kadimastem’s Executive Chairman of the Board. “This move positions us closer to our target markets in the US, leverages our recent FDA approvals to initiate a Phase IIa multi-site clinical trial in the US for our ALS product candidate and the joint development of a diabetes product with our Florida-based partner, a multi-billion dollar market. We strongly believe this comprehensive strategy will create significant value to the company’s shareholders”.

The Proposed Transaction

The Proposed Transaction will be effected by way of a plan of arrangement involving a newly created wholly-owned subsidiary of IMC and Kadimastem (the “Arrangement“). The resulting issuer that will exist upon completion of the Proposed Transaction (the “Resulting Issuer“) will change its business from medical cannabis to biotechnology and, at the closing of the Proposed Transactions (the “Closing”), Kadimastem  shareholders will hold 88% of the common shares of the Resulting Issuer (the “Resulting Issuer Shares“) and the shareholders of the Company will hold 12% of the Resulting Issuer Share. Parties may agree, in the Definitive Agreement, on a different structure of equity in lieu of the warrants (as described below) with a similar result. The Proposed Transaction is an arm’s length transaction.

Prior to Closing, IMC’s existing medical cannabis operation and other current activities in Israel and Germany (the “Legacy Business“) will be restructured (the “Spin-Out“) as a contingent value right (the “CVR“). The CVR will entitle the holders thereof to receive net cash, equity, or other net value upon the sale of the Legacy Business following the Closing, subject to the terms of the Loan Agreement.

To facilitate the sale of the Legacy Business, a special committee of IMC’s Board of Directors was formed, which will oversee the potential sale in collaboration with legal and financial advisors.

The Legacy Business will be made available for potential sale to a third party for a period of up to 12 months from Closing (the “Record Date“). After the Record Date, any remaining Legacy Business in the CVR will be offered for sale through a tender process, subject to the terms of the best offer. The proceeds from the sale of the Legacy Business will be utilized to settle debts and distribute the remaining balance, if any, to CVR holders.

As a condition of Closing, Kadimastem will have approximately $5 million in gross funds, at Closing including capital raised concurrently with the completion of the Proposed Transaction from existing shareholders and additional investors.

In addition to the foregoing, subject to compliance with applicable law, the Company shall grant shareholders of the Company as of Closing, with warrant(s) equal their pro rata portion, of 2% of the Resulting Issuer’s issued and outstanding common share capital (the “IMC Shares“) prior to the Closing Date (in the aggregate), with an exercise price per share equal to the 10 day volume-weighted average price of the Resulting Issuer’s shares calculated on the NASDAQ Capital Market (“Nasdaq“), ending 2 trading days prior to Closing, the warrants will be for a period of 24 months following Closing.

Description of Kadimastem and its Business

Kadimastem is a clinical stage cell therapy company, Kadimastem’s recently reported receipt of FDA approval for a Phase IIa multi-site clinical trial in the US for the treatment of ALS, and the joint development agreement signed with iTolerance Inc., a Florida based company with a product in the field of diabetes which recently have a successful joint INTERCT meeting with the FDA.

Exchange of Securities

In accordance with the terms of the Proposed Transaction, the holders of the issued and outstanding shares in the capital of Kadimastem (the “Kadimastem Shares“) will be issued such number of IMC Shares in exchange for every one (1) Kadimastem Share held immediately prior to the completion of the Proposed Transaction that reflects the ratio outlined above (the “Exchange Ratio“). Outstanding convertible securities of Kadimastem (the “Kadimastem Convertible Securities“) will be treated through customary mechanics as shall be determined in the definitive agreement, which may include, the assumption of the Kadimastem Convertible Securities by IMC subject to customary adjustments to reflect the Exchange Ratio and exercise price.

Loan Agreement

Pursuant to the terms of the Term Sheet, a loan agreement dated February 28, 2024 (the “Loan Agreement“) was entered between IMC Holdings Ltd. a wholly-owned subsidiary of IMC (the “Holding Company“) and Kadimastem. Pursuant to the Loan Agreement, Kadimastem will provide a loan of up to US$650,000 to the Holding Company, funded in two installments: US$300,000 upon signing the Loan Agreement and US$350,000 upon the execution of the definitive agreement regarding the Proposed Transaction (the “Loan“).

The Loan accrues interest at a rate of 9.00% per annum, compounding annually and is secured by the following collaterals and guarantees: (a) 10% of the proceeds derived from any operation sale under the CVR (“Charged Rights”), limited to the outstanding Loan Amount and expenses according to the Loan Agreement, accordingly Holding Company may, at its sole discretion, to record a second-ranked fixed charge over the Charged Rights or, alternatively, in case the existing pledges over the Charged Rights at the date of signing this Loan Agreement are subsequently discharged or removed, then the Borrower shall promptly record a first-ranking fixed charge over the Charged Assets with all applicable public records; provided that Holding Company shall not impose any new lien, mortgage, charge or pledge over the Charged Rights that did not exist on the date hereof, or any other liens, subject to customary exclusions; (b) the Holding Company shall use its best efforts to record a first-ranking fixed charge over the assets of its subsidiary, A.R Yarok Pharm Ltd, in due course when applicable and as deemed appropriate; and (c) a personal guarantee by Mr. Oren Shuster, IMC’s CEO.

IMC Shareholder Meeting

Prior to the completion of the Proposed Transaction, IMC will call a meeting of its shareholders for the purpose of approving, among other matters:

  • approve the Proposed Transaction;
  • approve the Spin-Out;
  • a change of name of the Company as directed by Kadimastem and acceptable to the applicable regulatory authorities effective upon Closing; and
  • reconstitution of the Company’s board of directors.

Management of the Resulting Issuer

Upon closing of the Proposed Transaction, all of IMC’s current directors and executive officers will resign and the board of directors of the Resulting Issuer will, subject to the approval of governing regulatory bodies, consist of nominees of Kadimastem. All of the executive officers shall be replaced by nominees of Kadimastem, all in a manner that complies with the requirements of governing regulatory bodies and applicable securities and corporate laws.

Details of insiders and proposed directors and officers of the Resulting Issuer will be disclosed in a further news release.

Closing Conditions

The completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the following:

  • the execution of a definitive agreement;
  • completion of mutually satisfactory due diligence;
  • completion of the Share Consolidation; and
  • receipt of all required regulatory, corporate and third party approvals, including approvals by governing regulatory bodies, the shareholders of IMC and Kadimastem, applicable Israeli governmental authorities, and the fulfilment of all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction.

The parties are committed to seeking a successful completion of the Proposed Transaction as soon as practicable, but there can be no absolute certainty that the Proposed Transaction will take place.

Further information

Further details about the Proposed Transaction and the Resulting Issuer will be provided in a comprehensive news release when the parties enter into the definitive agreement.

Investors are cautioned that any information released or received with respect to the Proposed Transaction in this press release may not be complete and should not be relied upon. Trading in the common shares of the Company should be considered highly speculative.

The securities to be issued in connection with the Proposed Transaction 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 (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Canadian Securities Exchange (“CSE”) and NASDAQ acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be 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

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has recently exited operations in Canada to pivot its focus and resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.

The IMC ecosystem operates in Israel through its commercial relationship with Focus Medical Herbs Ltd., which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC’s products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients. Until recently, the Company also actively operated in Canada through Trichome Financial Corp and its wholly owned subsidiaries, where it cultivated, processed, packaged, and sold premium and ultra-premium cannabis at its own facilities under the WAGNERS and Highland Grow brands for the adult-use market in Canada. The Company has exited operations in Canada and considers these operations discontinued.

About Kadimastem Ltd.

Kadimastem is a clinical stage cell therapy company, developing “off-the-shelf”, allogeneic, proprietary cell products based on its technology platform for the expansion and differentiation of Human Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, Kadimastem ‘s lead product, is an astrocyte cell therapy in clinical development for the treatment for ALS and in pre-clinical studies for other neurodegenerative indications.

IsletRx is Kadimastem ‘s treatment for diabetes. IsletRx is comprised of functional pancreatic islet cells producing and releasing insulin and glucagon, intended to treat and potentially cure patients with insulin-dependent diabetes. Kadimastem was founded by Professor Michel Revel, CSO of Kadimastem and Professor Emeritus of Molecular Genetics at the Weizmann Institute of Science. Professor Revel received the Israel Prize for the invention and development of Rebif®, a multiple sclerosis blockbuster drug sold worldwide. Kadimastem is traded on the Tel Aviv Stock Exchange (TASE: KDST).

For more information, please contact:

IM Cannabis Corp.
Anna Taranko, Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
[email protected] 

Oren Shuster, Chief Executive Officer
IM Cannabis Corp.
[email protected] 

Disclaimer for Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively, “forward-looking statements”). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements regarding: the parties’ ability to complete the Proposed Transaction; the expected terms of the Proposed Transaction, the number of securities of the Company that may be issued in connection with the Proposed Transaction, the ownership ratio of the Resulting Issuer post-closing, the Loan and Spin-Out, the ability of the Company and Kadimastem to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the ability of the Resulting Issuer to fulfill the listing requirements of the CSE and Nasdaq;

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the continued growth of the Company; the Company’s ability to finance the completion of the Proposed Transaction; and the ability of the Resulting Issuer to fulfil the listing requirements of the CSE and Nasdaq

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company’s and/or Kadimastem’s operations; the Company’s inability to complete the Proposed Transaction; the inability of the Company and the Target to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the risks associated with the Resulting Issuer’s ability to meet CSE and Nasdaq listing requirements.

Readers are cautioned that the foregoing list is not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward looking statements due to a number of factors and risks. These include: any failure of the Company to maintain “de facto” control over Focus Medical in accordance with IFRS 10; the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the effect of the reform on the Company; the Company’s ability to continue to meet the listing requirements of the CSE and NASDAQ; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and Focus Medical (collectively, the “Group”) to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group’s obligations; the Group’s possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group’s cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt and war, conflict and civil unrest in Eastern Europe and the Middle East.

Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made.

The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

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Aurora

Aurora Partners with Script Assist to Provide Better Access to UK Medical Cannabis

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                                                                                                        NASDAQ | TSX: ACB

Partnership will empower UK patients with valuable information and guidance critical to a successful cannabis experience  

EDMONTON, AB, Feb. 28, 2024 /PRNewswire/ — Aurora Cannabis Inc. (NASDAQ: ACB) (TSX: ACB), the Canadian based leading global medical cannabis company, today announced the partnership of Aurora Medicine UK Ltd with Script Assist, a cutting-edge medical cannabis prescription platform in the UK.

Designed to support UK patients on their journey of well-being, the Script Assist platform provides access to high quality medication through their portal. Script Assist will make available an extensive range of medical cannabis products from Aurora’s leading portfolio of products. Starting in March three newly launched, high-quality hang-dried and hand-processed flower products from Aurora’s EU GMP facilities in Canada will also become available on www.scriptassist.co.uk: Pedanios 26/1 EHD-CA (Cultivar: Electric Honey Dew) and Pedanios 28/1 CMK-CA (Cultivar: Chemango Kush) with a high THC content, as well as Pedanios 10/10 EQI-CA (Cultivar: Equiposa) with balanced THC/CBD content.

“Together with our new partner, we are committed to further improve the UK medical cannabis landscape by providing patients with access to premium, high-quality products through Script Assist’s innovative technology solution,” said Trisha Cassidy, Managing Director, Aurora UK & Ireland. “We believe it is necessary and critical to expand not only access to products, but also provide valuable information to guide patients through their medical cannabis journey. We are proud to be a trusted partner for their health,” said Cassidy.

Within the platform, Script Assist is launching ‘Find a Doctor’, an easy-to-use app, which seamlessly connects patients with specialist prescribing doctors. The full range of Aurora’s medical cannabis products will be available for patients through prescription by all private doctors and clinics using the platform, transforming the UK medical cannabis prescription journey.

About Script Assist 

Script Assist revolutionises the medical cannabis prescription process in the UK by enabling private doctors and clinics to provide an easy-to-use app to their patients, including features such as transparent payment and tracking alongside live inventory levels for seamless in-app repeat requests. With the launch of its “Find a Doctor” feature, for the first time UK patients can effortlessly choose their own private doctor and then access fully streamlined medical cannabis prescriptions. The app can be accessed via the platform www.scriptassist.co.uk.

About Aurora Cannabis

Aurora is opening the world to cannabis, serving both the medical and consumer markets. Headquartered in Edmonton, Alberta, Aurora is a pioneer in global cannabis, dedicated to helping people improve their lives. The Company’s adult-use brand portfolio includes Aurora Drift, San Rafael ’71, Daily Special, Tasty’s, Being and Greybeard. Medical cannabis brands include MedReleaf, CanniMed, Aurora and Whistler Medical Marijuana Co, as well as international brands, Pedanios, Bidiol and CraftPlant. Through its subsidiary Aurora Europe GmbH, Aurora supplies high-quality medical cannabis products to patients in the German, Polish and UK markets among others, making it one of the largest authorized importers and distributors in the European Union & UK. Aurora also has a controlling interest in Bevo Farms Ltd., North America’s leading supplier of propagated agricultural plants. Driven by science and innovation, and with a focus on high-quality cannabis products, Aurora’s brands continue to break through as industry leaders in the medical, performance, wellness and adult recreational markets wherever they are launched. Aurora carries out its operations in compliance with all applicable laws in the countries in which it operates. Learn more at www.auroramj.com and follow us on X and LinkedIn.

Aurora’s common shares trade on the Nasdaq and TSX under the symbol “ACB” and is a constituent of the S&P/TSX Composite Index.

Forward Looking Information

This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements“). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements made in this news release include statements regarding the Company’s partnership with Script Assist, including with respect to the availability of the Company’s medical cannabis products for patients in the UK and the Company’s continued commitment to further improve the UK medical cannabis landscape.

These forward-looking statements are only predictions. Forward looking information or statements contained in this news release have been developed based on assumptions management considers to be reasonable. Material factors or assumptions involved in developing forward-looking statements include, without limitation, publicly available information from governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management’s estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the risk of successful integration of acquired business and operations (with respect to the Transaction and more generally with respect to future acquisitions), management’s estimation that SG&A will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crises, including the current outbreak of COVID-19, and other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s annual information from dated June 14, 2023 (the “AIF”) and filed with Canadian securities regulators available on the Company’s issuer profile on SEDAR+ at www.sedarplus.com and filed with and available on the SEC’s website at www.sec.gov. The Company cautions that the list of risks, uncertainties and other factors described in the AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

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Contact: For Media: Michelle Lefler, VP, Communications & PR, [email protected]; For Investors: ICR, Inc., [email protected]   

                                                      

Cision View original content:https://www.prnewswire.co.uk/news-releases/aurora-partners-with-script-assist-to-provide-better-access-to-uk-medical-cannabis-302074112.html

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