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Rimini Street Announces Fiscal First Quarter 2019 Financial Results

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Quarterly revenue of $66.3 million, up 11% year over year

Quarterly gross margin of 64%, up from 61% year over year

1,852 active clients at March 31, 2019, up 17% year over year

LAS VEGAS–(BUSINESS WIRE)–lt;a href=”https://twitter.com/hashtag/RMNI?src=hash” target=”_blank”gt;#RMNIlt;/agt;–Rimini
Street, Inc.
(Nasdaq: RMNI), a global provider of enterprise
software products and services, the leading third-party support provider
for Oracle and SAP software products and a Salesforce partner, today
announced results for the first quarter ended March 31, 2019.

During the first quarter, we made meaningful progress expanding sales
capacity, improving our global service delivery model and launching and
selling Salesforce.com and other new support services that increase our
total addressable market,” stated Seth
A. Ravin
, Rimini Street co-founder, CEO and Chairman of the Board.
Additionally, in March we prevailed against Oracle in the U.S. Supreme
Court with a unanimous decision. Oracle was ordered to return
approximately $12.8 million plus interest and other costs to Rimini
Street, which Oracle paid in April.”

Revenue in the first quarter exceeded the high end of our guidance
range and we achieved a better than expected gross margin of 64%,”
stated Tom
Sabol
, Rimini Street CFO. “We managed sales and marketing and
general and administrative spend within our guidance range, completed an
additional Series A Preferred financing round to fund new product and
service launches and further strengthen our balance sheet. We remain
committed to the long-term goals of improving free cash flow and
achieving GAAP profitability.”

First Quarter 2019 Financial Highlights

  • Revenue was $66.3 million for the 2019 first quarter, an increase of
    11% compared to $59.8 million for the same period last year.
  • Annualized Subscription Revenue was approximately $265 million for the
    2019 first quarter, an increase of 11% compared to $239 million for
    the same period last year.
  • Active Clients as of March 31, 2019 were 1,852, an increase of 17%
    compared to 1,581 Active Clients as of March 31, 2018.
  • Revenue Retention Rate was 92.0% for the trailing 12 months ended
    March 31, 2019 compared to 93.0% for the comparable period ended March
    31, 2018.
  • Gross margin was 64.0% for the 2019 first quarter compared to 60.6%
    for the same period last year.
  • Operating income was $12.7 million for the 2019 first quarter compared
    to $25.2 million for the same period last year.
  • Non-GAAP Operating Income was $7.8 million for the 2019 first quarter
    compared to $6.1 million for the same period last year.
  • Net income was $11.8 million for the 2019 first quarter compared to a
    net income of $3.5 million for the same period last year.
  • Non-GAAP Net Income was $6.7 million for the 2019 first quarter
    compared to Non-GAAP Net Loss of $16.3 million for the same period
    last year.
  • Adjusted EBITDA for the 2019 first quarter was $8.1 million compared
    to $6.7 million for the same period last year.
  • Basic earnings per share attributable to common stockholders was $0.07
    per share for the 2019 first quarter compared to $0.06 per share for
    the same period last year. Diluted earnings per share attributable to
    common stockholders was $0.07 per share for the 2019 first quarter
    compared to $0.05 per share for the same period last year.

Reconciliations of the non-GAAP financial measures provided in this
press release to their most directly comparable GAAP financial measures
are provided in the financial tables included at the end of this press
release. An explanation of these measures and how they are calculated is
also included under the heading “About Non-GAAP Financial Measures and
Certain Key Metrics.”

First Quarter 2019 Company Highlights

  • Announced that EBSCO Industries chose Rimini
    Street Application Management Services for Salesforce
    to maximize
    the value and ROI of their Salesforce investment.
  • Announced the Supreme
    Court ruled unanimously in the Company’s favor
    , ordering Oracle to
    return approximately $12.8 million in non-taxable expenses plus
    interest and other costs to Rimini Street. Oracle paid the amounts in
    April.
  • Announced strong government
    client momentum in the ANZ region
    , with more than 10 Australian
    government agencies switching to Rimini Street support.
  • Won nine Company awards, including a Gold Stevie award for Innovation
    in Customer Service, and a Gold One Planet award for Customer Service
    Team of the Year.
  • Closed a record number of support cases, nearly 8,000, and scored a
    4.8 in client satisfaction (where 5.0 is excellent).
  • Delivered more than 20,000 tax, legal and regulatory updates to
    clients globally for Peoplesoft, JD Edwards, SAP and Oracle E-Business
    Suite products.
  • Presented at 12 CIO and IT procurement leader events including
    Government ICT in London, England, NRF in New York, and Gartner’s EAA
    Summit in Tokyo, Japan.

2019 Revenue Guidance

The Company is currently providing second quarter 2019 revenue guidance
to be in the range of approximately $66.5 million to $67.5 million and
reiterating full year 2019 revenue guidance to be in the range of
approximately $265 million to $280 million.

Webcast and Conference Call Information

Rimini Street will host a conference call and webcast to discuss the
first quarter 2019 results at 5:00 p.m. Eastern / 2:00 p.m. Pacific time
on May 9, 2019. A live webcast of the event will be available on Rimini
Street’s Investor Relations site at https://investors.riministreet.com/events-and-presentations/upcoming-and-past-events.
Dial in participants can access the conference call by dialing (855)
213-3942
in the U.S. and Canada and enter the code 1939675. A
replay of the webcast will be available for at least 90 days following
the event.

Company’s Use of Non-GAAP Financial Measures

This press release contains certain “non-GAAP financial measures.”
Non-GAAP financial measures are not based on a comprehensive set of
accounting rules or principles. This non-GAAP information supplements,
and is not intended to represent a measure of performance in accordance
with disclosures required by U.S. generally accepted accounting
principles, or GAAP. Non-GAAP financial measures should be considered in
addition to, not as a substitute for or superior to, financial measures
determined in accordance with GAAP. A reconciliation of GAAP to non-GAAP
results is included in the financial tables included in this press
release. Presented under the heading “About Non-GAAP Financial Measures
and Certain Key Metrics” is a description and explanation of our
non-GAAP financial measures.

About Rimini Street, Inc.

Rimini Street, Inc. (Nasdaq: RMNI) is a global provider of enterprise
software products and services, the leading third-party support provider
for Oracle and SAP software products and a Salesforce partner. The
Company has redefined enterprise software support services since 2005
with an innovative, award-winning program that enables licensees of IBM,
Microsoft, Oracle, Salesforce, SAP and other enterprise software vendors
to save up to 90 percent on total maintenance costs. Clients can remain
on their current software release without any required upgrades for a
minimum of 15 years. Over 1,850 global Fortune 500, midmarket, public
sector and other organizations from a broad range of industries
currently rely on Rimini Street as their trusted, third-party support
provider. To learn more, please visit http://www.riministreet.com/,
follow @riministreet on
Twitter and find Rimini Street on Facebook
and LinkedIn.
(IR-RMNI)

Forward-Looking Statements

Certain statements included in this communication are not historical
facts but are forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as
“may,” “should,” “would,” “plan,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “seem,” “seek,” “continue,”
“future,” “will,” “expect,” “outlook” or other similar words, phrases or
expressions. These forward-looking statements include, but are not
limited to, statements regarding our expectations of future events,
future opportunities, global expansion and other growth initiatives and
our investments in such initiatives. These statements are based on
various assumptions and on the current expectations of management and
are not predictions of actual performance, nor are these statements of
historical facts. These statements are subject to a number of risks and
uncertainties regarding Rimini Street’s business, and actual results may
differ materially. These risks and uncertainties include, but are not
limited to, changes in the business environment in which Rimini Street
operates, including inflation and interest rates, and general financial,
economic, regulatory and political conditions affecting the industry in
which Rimini Street operates; adverse developments in pending litigation
or in the government inquiry or any new litigation; the final amount and
timing of any refunds from Oracle related to our litigation; our need
and ability to raise additional equity or debt financing on favorable
terms and our ability to generate cash flows from operations to help
fund increased investment in our growth initiatives; the sufficiency of
our cash and cash equivalents to meet our liquidity requirements; the
terms and impact of our outstanding 13.00% Series A Preferred Stock;
changes in taxes, laws and regulations; competitive product and pricing
activity; difficulties of managing growth profitably; the success of our
recently introduced products and services, including Rimini Street
Mobility, Rimini Street Analytics, Rimini Street Advanced Database
Security, and services for Salesforce Sales Cloud and Service Cloud
products, in addition to products and services we expect to introduce in
the near future; the loss of one or more members of Rimini Street’s
management team; uncertainty as to the long-term value of Rimini
Street’s equity securities; and those discussed under the heading “Risk
Factors” in Rimini Street’s Quarterly Report on Form 10-Q filed on May
9, 2019, and as updated from time to time by Rimini Street’s future
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and other filings by Rimini Street with the
Securities and Exchange Commission. In addition, forward-looking
statements provide Rimini Street’s expectations, plans or forecasts of
future events and views as of the date of this communication. Rimini
Street anticipates that subsequent events and developments will cause
Rimini Street’s assessments to change. However, while Rimini Street may
elect to update these forward-looking statements at some point in the
future, Rimini Street specifically disclaims any obligation to do so,
except as required by law. These forward-looking statements should not
be relied upon as representing Rimini Street’s assessments as of any
date subsequent to the date of this communication.

© 2019 Rimini Street, Inc. All rights reserved. “Rimini Street” is a
registered trademark of Rimini Street, Inc. in the United States and
other countries, and Rimini Street, the Rimini Street logo, and
combinations thereof, and other marks marked by TM are trademarks of
Rimini Street, Inc. All other trademarks remain the property of their
respective owners, and unless otherwise specified, Rimini Street claims
no affiliation, endorsement, or association with any such trademark
holder or other companies referenced herein.

 

RIMINI STREET, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

 
ASSETS   March 31,
2019
  December 31,
2018
Current assets:
Cash and cash equivalents $ 32,264 $ 24,771
Restricted cash 435 435
Accounts receivable, net of allowance of $296 and $489, respectively 63,642 80,599
Other receivable 12,987
Prepaid expenses and other 8,842   7,099  
Total current assets 118,170 112,904
Long-term assets:
Property and equipment, net of accumulated depreciation and
amortization of $9,037 and $8,543, respectively
3,673 3,634
Deposits and other 1,406 1,438
Deferred income taxes, net 934   909  
Total assets $ 124,183   $ 118,885  
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt $ 1,222 $ 2,372
Accounts payable 2,921 12,851
Accrued compensation, benefits and commissions 18,922 22,503
Other accrued liabilities 25,094 20,424
Deferred revenue 180,580   180,358  
Total current liabilities 228,739 238,508
Long-term liabilities:
Deferred revenue 28,148 28,898
Accrued PIK dividends payable 1,059 1,056
Other long-term liabilities 2,038   2,011  
Total liabilities 259,984   270,473  
Redeemable Series A Preferred Stock:
Authorized 180 shares; issued and outstanding 148 shares and 141 as
of March 31, 2019 and December 31, 2018, respectively. Liquidation
preference of $148,408, net of discount for $27,557 and $140,846,
net of discount for $26,848, as of March 31, 2019 and December 31,
2018, respectively
120,851 113,998
Stockholders’ deficit:
Preferred Stock, $0.0001 par value per share. Authorized 99,820
shares (exclusive of

180 shares of Series A Preferred Stock); no other series has been
designated

Common Stock, $0.0001 par value. Authorized 1,000,000 shares; issued
and outstanding 65,242 and 64,193 shares as of March 31, 2019 and
December 31, 2018, respectively
7 6
Additional paid-in capital 105,455 108,347
Accumulated other comprehensive loss (1,566 ) (1,567 )
Accumulated deficit (360,548 ) (372,372 )
Total stockholders’ deficit (256,652 ) (265,586 )
Total liabilities, redeemable preferred stock and stockholders’
deficit
$ 124,183   $ 118,885  
 
 

RIMINI STREET, INC.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

 
  Three Months Ended
March 31,
2019   2018
Revenue $ 66,260 $ 59,805
Cost of revenue 23,837   23,541  
Gross profit 42,423   36,264  
Operating expenses:
Sales and marketing 23,376 20,207
General and administrative 12,424 10,805
Litigation costs and related recoveries:
Professional fees and other defense costs of litigation 2,041 8,899
Litigation appeal refunds (12,775 ) (21,285 )
Insurance costs and recoveries, net 4,639   (7,583 )
Litigation costs and related recoveries, net (6,095 ) (19,969 )
Total operating expenses 29,705   11,043  
Operating income 12,718 25,221
Non-operating expenses:
Interest expense (232 ) (13,409 )
Other debt financing expenses (8,617 )
Gain from change in fair value of embedded derivatives 500
Other income, net 43   328  
Income before income taxes 12,529 4,023
Income tax expense (705 ) (516 )
Net income $ 11,824   $ 3,507  
 
Net income attributable to common stockholders $ 4,740   $ 3,507  
 
Net earnings per share attributable to common stockholders:
Basic $ 0.07   $ 0.06  
Diluted $ 0.07   $ 0.05  
Weighted average number of shares of Common Stock outstanding:
Basic 64,622   59,393  
Diluted 69,101   68,154  
 
 

RIMINI STREET, INC.

GAAP to Non-GAAP Reconciliations

(In thousands)

 
  Three Months Ended
March 31,
2019   2018
 
Non-GAAP operating income reconciliation:
Operating income $ 12,718 $ 25,221
Non-GAAP adjustments:
Litigation costs and recoveries, net (6,095 ) (19,969 )
Stock-based compensation expense 1,155   867  
Non-GAAP operating income $ 7,778   $ 6,119  
Non-GAAP net income (loss) reconciliation:
Net income $ 11,824 $ 3,507
Non-GAAP adjustments:
Litigation costs and recoveries, net (6,095 ) (19,969 )
Post-judgment interest in litigation awards (212 ) (199 )
Stock-based compensation expense 1,155 867
Gain from change in fair value of embedded derivatives   (500 )
Non-GAAP net income (loss) $ 6,672   $ (16,294 )
Non-GAAP Adjusted EBITDA reconciliation:
Net income $ 11,824 $ 3,507
Non-GAAP adjustments:
Interest expense 232 13,409
Income tax expense 705 516
Depreciation and amortization expense 494   484  
EBITDA 13,255 17,916
Non-GAAP adjustments:
Litigation costs and recoveries, net (6,095 ) (19,969 )
Post-judgment interest in litigation awards (212 ) (199 )
Stock-based compensation expense 1,155 867
Gain from change in fair value of embedded derivatives (500 )
Other debt financing expenses   8,617  
Adjusted EBITDA $ 8,103   $ 6,732  
 

About Non-GAAP Financial Measures and Certain Key Metrics

To provide investors and others with additional information regarding
Rimini Street’s results, we have disclosed the following non-GAAP
financial measures and certain key metrics. We have described below
Active Clients, Annualized Subscription Revenue and Revenue Retention
Rate, each of which is a key operational metric for our business. In
addition, we have disclosed the following non-GAAP financial measures:
non-GAAP operating income, non-GAAP net income (loss), EBITDA, and
adjusted EBITDA. Rimini Street has provided in the tables above a
reconciliation of each non-GAAP financial measure used in this earnings
release to the most directly comparable GAAP financial measure. Due to a
valuation allowance for our deferred tax assets, there were no tax
effects associated with any of our non-GAAP adjustments. These non-GAAP
financial measures are also described below.

The primary purpose of using non-GAAP measures is to provide
supplemental information that management believes may prove useful to
investors and to enable investors to evaluate our results in the same
way management does. We also present the non-GAAP financial measures
because we believe they assist investors in comparing our performance
across reporting periods on a consistent basis, as well as comparing our
results against the results of other companies, by excluding items that
we do not believe are indicative of our core operating performance.
Specifically, management uses these non-GAAP measures as measures of
operating performance; to prepare our annual operating budget; to
allocate resources to enhance the financial performance of our business;
to evaluate the effectiveness of our business strategies; to provide
consistency and comparability with past financial performance; to
facilitate a comparison of our results with those of other companies,
many of which use similar non-GAAP financial measures to supplement
their GAAP results; and in communications with our board of directors
concerning our financial performance. Investors should be aware however,
that not all companies define these non-GAAP measures consistently.

Active Client is a distinct entity that purchases our services to
support a specific product, including a company, an educational or
government institution, or a business unit of a company. For example, we
count as two separate active clients when support for two different
products is being provided to the same entity. We believe that our
ability to expand our active clients is an indicator of the growth of
our business, the success of our sales and marketing activities, and the
value that our services bring to our clients.

Annualized Subscription Revenue is the amount of subscription
revenue recognized during a fiscal quarter and multiplied by four. This
gives us an indication of the revenue that can be earned in the
following 12-month period from our existing client base assuming no
cancellations or price changes occur during that period. Subscription
revenue excludes any non-recurring revenue, which has been insignificant
to date.

Revenue Retention Rate is the actual subscription revenue
(dollar-based) recognized over a 12-month period from customers that
were clients on the day prior to the start of such 12-month period,
divided by our Annualized Subscription Revenue as of the day prior to
the start of the 12-month period.

Non-GAAP Operating Income is operating income adjusted to
exclude: litigation costs and recoveries, net, and stock-based
compensation expense. The exclusions are discussed in further detail
below.

Non-GAAP Net Income (Loss) is net income adjusted to
exclude: litigation costs and recoveries, net, post-judgment interest on
litigation appeal awards, stock-based compensation expense, gain from
change in fair value of embedded derivatives. These exclusions are
discussed in further detail below.

Specifically, management is excluding the following items from its
non-GAAP financial measures, as applicable, for the periods presented:

Litigation Costs and Recoveries, Net: Litigation costs and the
associated insurance and appeal recoveries relate to outside costs of
litigation activities. These costs and recoveries reflect the ongoing
litigation we are involved with, and do not relate to the day-to-day
operations or our core business of serving our clients.

Stock-Based Compensation Expense: Our compensation strategy
includes the use of stock-based compensation to attract and retain
employees. This strategy is principally aimed at aligning the employee
interests with those of our stockholders and to achieve long-term
employee retention, rather than to motivate or reward operational
performance for any particular period. As a result, stock-based
compensation expense varies for reasons that are generally unrelated to
operational decisions and performance in any particular period.

Post-judgment Interest on Litigation Appeal Award: Post-judgment
interest resulted from our appeals of ongoing litigation and does not
relate to the day-to-day operations or our core business of serving our
clients.

Gain from Change in Fair Value of Embedded Derivatives: Our
former credit facility included features that were determined to be
embedded derivatives requiring bifurcation and accounting as separate
financial instruments. We have determined to exclude the gains and
losses on embedded derivatives related to the change in fair value of
these instruments given the financial nature of this fair value
requirement. We were not able to manage these amounts as part of our
business operations, nor were the costs core to servicing our clients,
so we have excluded them.

Other Debt Financing Expenses: Other debt financing expenses
included non-cash write-offs (including write-offs due to payoff),
accretion, amortization of debt discounts and issuance costs, and
collateral monitoring and other fees payable in cash related to our
former credit facility. Since these amounts related to our debt
financing structure, we have excluded them since they do not relate to
the day-to-day operations or our core business of serving our clients.

EBITDA is net income adjusted to exclude: interest expense,
income tax expense, and depreciation and amortization expense.

Adjusted EBITDA is EBITDA adjusted to exclude: litigation costs
and recoveries, net, post-judgment interest on litigation appeal award,
stock-based compensation expense, gain from change in fair value of
embedded derivatives, and other debt financing expenses, as discussed
above.

Contacts

Investor Relations Contact
Dean
Pohl
Rimini Street, Inc.
+1 203 347-4446
[email protected]

Media Relations Contact
Michelle
McGlocklin
Rimini Street, Inc.
+1 925 523-8414
[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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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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