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Toshiba Nominates 12 Directors, Including Seven New Independent Directors, for Election to Board of Directors

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New Directors Have Diverse Backgrounds, Deep Global Experience and
Highly Relevant Expertise to Support Ongoing Successful Execution of
Toshiba Next Plan

TOKYO–(BUSINESS WIRE)–Toshiba Corporation (TOKYO: 6502) today announced that it has nominated
12 Director candidates, including seven new Independent Director
candidates, for election to its Board of Directors at the Company’s
Ordinary General Meeting of Shareholders for the 180th Fiscal
Period, to be held on June 26, 2019.

The new Toshiba Board would include five international Directors, among
them the first non-Japanese directors to sit on Toshiba’s Board in
nearly 80 years. The new Board would also increase the number of
Independent Directors to ten from seven.

Toshiba believes that it’s critical that the new Board members focus on
portfolio management, capital allocation and Toshiba’s business
transformation. Toshiba expects the new Directors to bring the Board
further diversity that will help to drive sustainable growth and
increased shareholder value over the mid- to long-term, including deep
knowledge and experience in international business, corporate portfolio
management, business transformation and M&A, and expertise in capital
markets and capital allocation. This experience and expertise will
benefit Toshiba shareholders as the Board continues the successful
oversight and implementation of the Toshiba Next Plan—a five-year road
map for corporate transformation designed to create long-term,
sustainable shareholder value.

The company’s full slate of 12 Director candidates are as follows:

Newly Nominated Director Candidates

  • Paul J. Brough, Executive Chairman of Noble Group Ltd.,
    Independent Non-Executive Director of GL Ltd. and Vitasoy
    International Holdings Ltd.
  • Ayako Hirota Weissman, Senior Vice President, Director of Asia
    Strategy and Senior Portfolio Manager at Horizon Kinetics LLC
    (formerly known as Horizon Asset Management LLC), Independent Outside
    Director at SBI Holdings, Inc.
  • Jerry Black, Senior Advisor of Aeon Co., Ltd.
  • George Raymond Zage III, Founder and Chief Executive Officer of
    Tiga Investments Pte Ltd.
  • Nobuyuki Kobayashi, Certified Public Accountant, Former
    Representative Partner and President of Crowe Toyo & Co., Founder and
    CEO of Eishin Partners Co., Ltd.
  • Takashi Yamauchi, Audit and Supervisory Board Member of Mitsui
    & Co., Ltd.
  • Yoshiaki Fujimori, Outside Director and Chairman of Oracle
    Japan, Outside Director of Takeda Pharmaceutical Company Ltd. and
    Outside Director of Boston Scientific Corporation, former Senior Vice
    President of GE (U.S.), former President and CEO of LIXIL Group
    Corporation (formerly known as Juseikatsu Group Corporation)

Incumbent Director Candidates

  • Nobuaki Kurumatani, Representative Executive Officer, Chairman
    and CEO of Toshiba Corporation
  • Satoshi Tsunakawa, Representative Executive Officer, President
    and COO of Toshiba Corporation
  • Yuki Furuta, Independent Director of Toshiba Corporation;
    registered attorney at law; and former Justice of Supreme Court of
    Japan
  • Yoshimitsu Kobayashi, Independent Director of Toshiba
    Corporation; Chairman of Mitsubishi Chemical Holdings Corporation;
    former Director and President and CEO of Mitsubishi Chemical Holdings
    Corporation and its subsidiary Mitsubishi Chemical Corporation; former
    Chairman, Japan Association of Corporate Executives
  • Junji Ota, Independent Director of Toshiba Corporation; Vice
    Chairman of Japan Securities Dealers Association; and Chair (Public
    Governor) of Self-Regulation Board, Japan Securities Dealers
    Association

The seven new nominees would replace current Directors Shinichiro Akiba,
Masayoshi Hirata, Naoya Sakurai, Teruko Noda, Koichi Ikeda, Ryoji Sato
and Mami Taniguchi. Mr. Akiba, Mr. Hirata and Mr. Sakurai will remain
engaged in Toshiba’s business operations as executive officers.

Of the seven new nominees, Mr. Brough, Ms. Weissman, Mr. Black, Mr. Zage
and Mr. Fujimori would bring the board valuable international
perspective based on their experience as senior leaders in corporations
based outside of Japan. Mr. Brough, Ms. Weissman, Mr. Black and Mr. Zage
are from countries outside of Japan.

Toshiba is grateful to its shareholders including its three largest
shareholders, Effissimo Capital Management, Farallon Capital Management
and King Street Capital Management, and others (“Toshiba Shareholders”)
who through separate constructive discussions provided their time,
expertise and thoughtful participation to help Toshiba identify the
ideal composition of the Board of Directors to drive Toshiba’s long-term
growth and success through the Toshiba Next Plan.

Toshiba would also like to express gratitude to Ms. Noda, Mr. Ikeda, Mr.
Sato and Ms. Taniguchi for their dedication and service to Toshiba
Shareholders and Toshiba. Toshiba appreciates all that they have done
for the Company.

Toshiba will present its recommendation regarding Director Nominees in
the Company’s Convocation Notice and related materials, to be made
available to all shareholders eligible to vote at the Ordinary General
Meeting of Shareholders. Toshiba shareholders are not required to take
any action at this time.

Newly Nominated Director Candidates

About Paul J. Brough

Mr. Brough currently serves as Executive Chairman of Noble Group Ltd.,
an SGX-listed company that manages a portfolio of global supply chains
across a range of industrial and energy products. He is credited with
bringing Noble back from the brink of collapse by orchestrating its $3.5
billion debt restructuring in 2018. Mr. Brough also currently serves as
an Independent Non-Executive Director of GL Ltd., an SGX-listed
investment holding company, and Vitasoy International Holdings Ltd., a
Hong Kong-listed beverage company. With over 25 years of experience as a
restructuring specialist, Mr. Brough worked on the liquidation of Lehman
Brothers’ assets in Asia in 2008, as the Chief Restructuring Officer of
Sino-Forest Corp in 2012 after its $4 billion collapse in 2011, and as
the Executive Director and Chief Restructuring Officer of China Fishery
Group in 2016. Prior to his roles in restructuring, Mr. Brough spent 29
years at KPMG where he served as Asia Pacific Head of KPMG’s Financial
Advisory Services, Member of the Global Advisory Steering Group and
Regional Senior Partner of KPMG Hong Kong. Mr. Brough is an Associate of
the Institute of Chartered Accountants in England and Wales, the Hong
Kong Institute of Certified Public Accountants and the Hong Kong
Securities and Investment Institute.

About Ayako Hirota Weissman

Ms. Weissman has over 30 years of investment experience and success,
having served in various roles at multiple asset management firms. Ms.
Weissman currently serves as Senior Vice President, Director of Asia
Strategy and Senior Portfolio Manager at Horizon Kinetics LLC (formerly
known as Horizon Asset Management LLC), a New York-based, independently
owned and operated investment adviser. Previously, Ms. Weissman was
Founder and Chief Investment Officer of AS Hirota Capital Management,
LLC. Ms. Weissman also has extensive Japanese experience having served
as a Portfolio Manager specializing in Japanese securities for Kingdon
Capital Management, LLC, a New York-based hedge fund, and as a Partner
and Portfolio Manager of Feirstein Hirota Japan Partners, a Japanese
long/short hedge fund. Prior to that, Ms. Weissman was a Managing
Director and Senior Portfolio manager at Salomon Smith Barney Asset
Management in the U.S. value equity group where she was a founding
member of the large cap value equity group, with responsibility for
approximately $2 billion in assets. She began her career as a securities
analyst covering global technology and consumer sectors at Equitable
Capital Management. Ms. Weissman currently serves as an Independent
Outside Director at SBI Holdings, Inc., a role she has held since June
26, 2015. Ms. Weissman is also a CFA charterholder.

About Jerry Black

Mr. Black has over three decades of experience in managing and advising
major international businesses, with proven expertise in business
transformations, operational execution, supply chain management and
mergers and acquisitions. Mr. Black currently serves as Senior Advisor
of Aeon Co., Ltd (“Aeon”), the largest retailer in Asia and Japan’s
largest shopping mall developer and operator. He also previously served
as Chairman of Aeon Entertainment, Aeon’s movie and content distribution
company, which is the second largest cinema business in Japan. Mr. Black
became Aeon’s first-ever non-Japanese executive in 2009, when he was
named Chief Strategy Officer, Chief Information Officer and Chief
Executive Officer of the company’s ASEAN Division and tasked with
building the company’s business overseas. He has served in a number of
senior executive positions at the company, including as Group Vice
President, Deputy President of Aeon Retail and Group Director of
International Affairs, Chief Digital Officer, and Senior EVP responsible
for Merchandising strategy, Marketing and Information Technology. Before
joining Aeon, Mr. Black was the CEO of Kurt Salmon Associates, a global
management consulting firm supporting companies in retail, consumer
products, and health care, where he advised a wide range of Fortune 500
companies in the areas of merchandising, retail management, sourcing and
supply chain management.

About George Raymond Zage III

As the Founder and Chief Executive Officer of Tiga Investments Pte Ltd.,
Mr. Zage has almost three decades of investing, asset management and
leadership expertise, with a focus on the infrastructure, manufacturing,
energy and real estate sectors across Asia. Mr. Zage is also a Senior
Advisor to Farallon Capital Asia, which is responsible for investing
capital in Asia on behalf of one of the largest alternative asset
managers in the world. Mr. Zage has been involved in investments
throughout Asia in both public and private companies across various
industries including financial services, infrastructure, manufacturing,
energy and real estate. Mr. Zage’s deep experience in international
business, portfolio management, business transformation and M&A, as well
as his expertise in capital markets and capital allocation, will be
important assets as Toshiba executes its business transformation.
Previously, he served as Chief Executive Officer, Managing Director and
Portfolio Manager of Farallon Capital Asia Pte Ltd. Mr. Zage has a
wealth of experience in the investment industry and deep knowledge of
the energy sector across the Asia Pacific region. He has been a
Non-Executive Director of Whitehaven Coal Limited since 2013, and has
recently been appointed as a commissioner of Lippo Karawaci, one of the
largest property companies in Indonesia. Prior to joining Farallon
Capital Asia in 2000, Mr. Zage was a Vice President in the investment
banking division of Goldman Sachs in Singapore, where he was responsible
for overseeing mergers & acquisitions and corporate finance assignments
for companies throughout Asia. Prior to Goldman Sachs Singapore, Mr.
Zage worked in the financial institutions group at Goldman Sachs in both
New York and Los Angeles, where he focused on bank mergers and
acquisitions.

About Nobuyuki Kobayashi

A Certified Public Accountant with over 40 years of experience, Mr.
Kobayashi has extensive expertise in accounting and auditing. He is
Founder and CEO of Eishin Partners Co., Ltd., a management consulting
firm. Prior to founding Eishin, Mr. Kobayashi served at ChuoAoyama
PricewaterhouseCoopers for over 23 years, as Representative Partner from
1988 until 2006 and as General Manager of the Audit Department,
Administrative Division, from 2000 until 2006. In 2006 Mr. Kobayashi
joined audit firm Crowe Toyo & Co., where he has served as a Senior
Advisor from 2017 until 2018 and previously as Representative Partner
and President.

About Takashi Yamauchi

Mr. Yamauchi is the former Executive Vice President of Mitsui & Co.,
Ltd., one of the largest general trading companies in Japan, as well as
former Chief Executive Officer of Mitsui & Co. (Asia Pacific) Pte. Ltd.
As a Full-Time Audit & Supervisory Board Member at Mitsui & Co., Ltd.
(since 2015), Mr. Yamauchi has expertise in auditing of wide range of
businesses practices. He has over 40 years of demonstrated success in
driving strong financial performance at both Japanese and international
corporations. Previously, Mr. Yamauchi served in a range of senior
positions for the company, including as Chief Operating Officer of the
company’s Asia Pacific Business Unit, Chief Operating Officer of the
company’s Transportation Logistics Business Unit, and Chief Operating
Officer of the company’s Iron & Steel Products Business Unit.

About Yoshiaki Fujimori

Mr. Fujimori, having previously served as Senior Vice President of
General Electric Company (U.S.) for over ten years. His career with GE
spanned almost 25 years, including serving as Chairman, President and
CEO of GE Japan and serving as Senior Vice President and CEO of various
Asian and global business divisions. Mr. Fujimori has a deep knowledge
of the electronic industry, in which Toshiba has operations, from his
career in GE. Mr. Fujimori also brings significant Board and advisory
experience, currently serving as Outside Director and Chairman of Oracle
Corporation Japan, Outside Director of Takeda Pharmaceutical Company
Ltd., Outside Director of Boston Scientific Corporation and Senior
Executive Advisor for CVC Capital Partners Asia Pacific (Japan)
Kabushiki Kaisha. As the former President and CEO of LIXIL Group
Corporation, a Japanese manufacturer of building materials and housing
equipment, Mr. Fujimori led the transformation of a legacy business into
a global leader of innovative living and housing solutions. He started
his career at Nissho Iwai Corporation (currently Sojitz Corporation) in
1975, where he worked for 10 years. He has also served on the Board of
Trustees of Carnegie Mellon University since 2004.

Incumbent Director Candidates

About Nobuaki Kurumatani

Mr. Kurumatani has extensive leadership experience and deep financial
expertise after a distinguished career in banking and finance. Mr.
Kurumatani currently serves as Representative Executive Officer,
Chairman and CEO of Toshiba. Since joining Toshiba in April 2018, Mr.
Kurumatani has been the driving force behind Toshiba’s turnaround. He is
leading the execution of the “Toshiba Next Plan,” Toshiba Group’s
five-year transformation plan, refocusing the company and laying out
meaningful targets to drive growth and create long-term and sustainable
shareholder value, including the announced JPY700 billion share
repurchase plan. Prior to Toshiba, Mr. Kurumatani served as President of
private equity firm CVC Asia Pacific Japan. Before joining CVC Asia
Pacific Japan, he served as Deputy President of Sumitomo Mitsui
Financial Group, one of the world’s largest financial institutions, and
as Director and Deputy President of Sumitomo Mitsui Banking Corporation
(SMBC).

About Satoshi Tsunakawa

Mr. Tsunakawa has extensive experience in sales, business and strategic
planning and played an instrumental role in the recovery of Toshiba with
the sale of its Memory business and execution of a substantial capital
raise through a new share offering, as well as the sale of
Westinghouse-related assets. Mr. Tsunakawa also oversaw the sales of
Toshiba Medical Systems Corporation (currently Canon Medial Systems
Corporation), where he previously served as President and Chief
Executive Officer, as well as Toshiba Lifestyle Products & Services
Corporation and Toshiba Visual Solutions Corporation. In his current
role, Mr. Tsunakawa is overseeing the strengthening of the Company’s
financial profile, as well as the execution of the Toshiba Next Plan.
Mr. Tsunakawa has been at Toshiba for over 40 years, serving in multiple
roles, starting his career in the medical equipment business. Mr.
Tsunakawa previously served as CEO of Toshiba from June 2016 to 2018. He
has been a Director of Toshiba since 2015, and currently serves as
Representative Executive Officer, President and COO of Toshiba.

About Yuki Furuta

Mr. Furuta is a lawyer with extensive legal and compliance expertise.
Mr. Furuta served as a Justice of the Supreme Court of Japan from August
2005 to April 2012, and made decisions in numerous important cases
concerning Japan’s Securities and Exchange Act (currently Financial
Instruments and Exchange Act), Companies Act and Antimonopoly Act.
Before that, as a prosecutor, Mr. Furuta, served as Deputy
Prosecutor-General and Director of the Criminal Division of the Supreme
Public Prosecutors Office, and was engaged in the investigation and
prosecution of important criminal cases. He has also worked for over two
decades for the Criminal Affairs Bureau of the Ministry of Justice,
including his position as the Director-General of the Bureau. There, he
was deeply involved in enactment of various anti-economic crime
legislations in Japan, including those related to the Companies Act, as
well as formation of international prevention of money laundering,
bribery of foreign public officials, organized crime at the United
Nations and other international organizations, and he has deep knowledge
and experience in those areas. Mr. Furuta’s expert understanding of
corporate legal affairs, dispute proceedings and investigative procedure
has helped ensure Toshiba’s legal compliance and adherence to Japan’s
Companies Act. Mr. Furuta has served on the Toshiba Board of Directors
and as an Audit Committee member since 2015.

About Yoshimitsu Kobayashi

Mr. Kobayashi has a demonstrated history of successfully executing
business transformations. As the former President of Mitsubishi Chemical
Media Co., Ltd., Mr. Kobayashi oversaw the corporate reorganization of
the optical disc business. He is also a former President and Chief
Executive Officer Mitsubishi Chemical Holdings Corporation. During this
time, he supported the reorganization and restructuring of Mitsubishi
Chemical Holding’s petrochemical business; managed the integration of
Mitsubishi Rayon Co., Ltd., Mitsubishi Chemical Holding’s textile
(carbon fiber and water) business;; and led the company’s tender offer
for and subsequent acquisition of Taiyo Nippon Sanso Corporation, a
multinational industrial gas manufacturer. Mr. Kobayashi is an engineer
by trade with a background in physical chemistry, bringing to the Board
in-depth technological knowledge that is key to its successful oversight
of Toshiba’s business. The former Chairman of Keizai Doyukai (Japan
Association of Corporate Executives), Mr. Kobayashi also has deep
knowledge of corporate and managerial issues typically faced by Japanese
companies.

Mr. Kobayashi is currently a member of the Corporate Governance System
Study Group, as well as a number of other governmental study groups
focused on capital markets and effective governance, and he has deep
knowledge of these subjects. Mr. Kobayashi has extensive experience as
an executive manager of large Japanese corporations and brings expertise
in corporate turnarounds and restructurings, as well as capital markets.

About Junji Ota

Mr. Ota has extensive experience as an executive and a member of the
Audit and Supervisory Board (the corporate audit body authorized by
Japan’s Company Act) of one of the world’s largest steel manufacturers.
During the course of his career at Nippon Steel & Sumitomo Metal
Corporation (currently, Nippon Steel Corporation) and its subsidiaries,
which spanned more than 40 years, Mr. Ota served on the board of
directors and as a full-time Audit and Supervisory Board member for the
company, among other positions. His long tenure at Nippon Steel
Corporation has also given Mr. Ota insight into the practical
considerations of operating a Japanese company. Mr. Ota previously
served as Chairperson of the Japan Audit & Supervisory Board Members
Association, and is considered one of Japan’s pre-eminent Audit and
Supervisory Board members. Having served on Toshiba’s Audit Committee
for the past year on a full-time basis, Mr. Ota is well versed in the
execution of the company’s business operations and strategy. As a member
of the Corporate Governance System Study Group (established by the
Ministry of Economy, Trade and Industry), Mr. Ota also has deep
knowledge of the governance issues currently facing Japanese
corporations.

Forward-Looking Statements

This press release contains forward-looking statements concerning future
plans, strategies, and the performance of Toshiba and its consolidated
subsidiaries (hereinafter “Toshiba Group”). These statements are not
historical facts; rather they are based on assumptions and judgements
formed by the management of Toshiba Group in light of currently
available information. They include items that have not been finally
decided at this point and future plans that are yet to be confirmed or
that require further consideration. Since Toshiba Group promotes
business in various market environments in many countries and regions,
its activities are subject to a number of risks and uncertainties that
are, without limitation, related to economic conditions, worldwide
mega-competition in the electronics business, customer demand, foreign
currency exchange rates, tax rules, regulations, geopolitical risk,
natural disasters and other factors. Toshiba therefore wishes to caution
readers that actual results might differ from expectations. Please refer
to the quarterly securities report (shihanki houkokusho) for the
third quarter of FY2018 for detailed information on Toshiba Group’s
business risk.

Contacts

Investor Contact
Investor Relations Group, Public Relations
& Investor Relations Office
Corporate Communications Div.
Toshiba
Corporation
Phone: +81-3-3457-2096
Email: [email protected]

Media Contact
Midori Hara/Kentaro Ogawa
Media Relations
Group, Public Relations & Investor Relations Office
Corporate
Communications Div.
Toshiba Corporation
Phone: +81-3-3457-2100
Email:
[email protected]

International Media Contact
Sard Verbinnen & Co. for Toshiba:
Paul
Kranhold/Scott Lindlaw/David Millar
Phone:
+1-415-618-8750/+1-212-687-8080
Email: [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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