Platinex Announces LOI To Acquire InLove Corp.
TORONTO, June 10, 2019 (GLOBE NEWSWIRE) — Platinex Inc. (CSE: PTX) (the “Company” or “Platinex“) is pleased to announce that it has entered into a non-binding letter of intent (“LOI“) to acquire InLove Corp. (“InLove“).
About InLove Corp. and Todd Shapiro
InLove is a Toronto-based company focused on acquiring, developing and marketing cannabis-infused personal and partner use intimacy products. InLove will work exclusively in jurisdictions where such products are permitted by state regulation and exclusively with or through entities which have achieved requisite licensing that’s required by applicable regulations, initially targeting Nevada and California markets.
InLove is founded and led by Todd Shapiro, a well-known Canadian Personality and a Toronto-based media and marketing entrepreneur with over 20 years of experience in both industries. Todd Shapiro is the host of The Todd Shapiro Show, broadcasting from Toronto, New York and Los Angeles which airs on SiriusXM’s Canada Talks Channel 167 and is widely followed by listeners across Canada and the US. Todd Shapiro’s podcast (http://thetoddshapiroshow.com/) is successful as well, having won best new podcast on iTunes in 2014. Todd has worked and continues to work with a number of world-renowned brands (including Canadian Tire, Samsung, Canopy Growth, Budweiser, Subway Restaurants, Pizza Pizza, Enthusiast Gaming, Boveda and others, including recently collaborating on his own beer with Lake Wilcox Brewing called the Oomph Lager.)
Todd is a social media influencer attuned to the latest trends in media and marketing. Todd is a creative ‘out of the box’ thinker, an engaging talent and a compelling/genuine brand ambassador instantly recognized in the celebrity circles. Todd is also a Talent Agent to some of the world’s biggest YouTube Stars. Todd serves as a director of Graph Blockchain, a publicly traded technology company on the CSE, an Honorary Chair for the Road Hockey To Conquer Cancer for the Princess Margaret Cancer Foundation and is committed to helping Polar Bear International and CAMH charities.
Todd’s vision is to apply his experience and reach in marketing and media and employ innovative ways of how consumer products are advertised, distributed and positioned to this segment of the cannabis market. InLove aims to offer innovative, sex positive CBD and eventually THC products with branding, celebrity/influencer support and revolutionary marketing strategies making it a potential candidate to partner with conventional intimacy product companies looking to capitalize on the growth of the cannabis industry worldwide. InLove’s goals include the creation of the first ever Cannabis Positive + Love Positive Social Media Tool ending all stigmas while promoting love, acceptance, trust, fluidity and togetherness.
InLove aims to employ marketing technologies, which have not been fully utilized by the players in the cannabis-infused intimacy products space to gain entry in the market segments, which have not yet been tapped due to stigma associated with cannabis and taboo-like attitudes towards intimacy products in general. Technology innovation, the marketing aspect and product development are InLove’s focus for staying on top of market trends in the segment and deliver the solutions that satisfy changing consumer’s preferences including being proudly InLove with intimacy while embracing their choices without stigmas.
Transaction Terms
At a later date, and subject to receiving requisite approvals, the parties will enter into a binding definitive agreement (the “Definitive Agreement“) whereby Platinex shall purchase all the issued and outstanding securities of InLove (the “Acquisition“). In consideration for Acquisition at closing, Platinex shall issue the following to securityholders of InLove (the “Transaction Consideration“):
- 60,000,000 common shares in the capital of Platinex (“Platinex Shares“);
- 20,000,000 Series A Performance Warrants, which shall be convertible into a corresponding number of Platinex Shares upon InLove achieving trailing sales of a minimum of CDN$1,000,000 by the second anniversary of completion of the Acquisition (the “Initial Milestone”);
- 20,000,000 Series B Performance Warrants convertible into a corresponding number of Platinex Shares upon InLove achieving additional trailing sales of a minimum of CDN$1,000,000 in the 18 month period commencing from the earlier of the achievement of the Initial Milestone and the second anniversary of completion of the Acquisition, and expiring 42 months from the completion of the Acquisition; and
- Securities to replace securities issued in the Concurrent Financing.
The Acquisition will be subject to a number of conditions, including but not limited to the following (“Conditions Precedent“): i) due diligence from each; ii) entering into a Definitive Agreement; iii) obtaining approval of the Acquisition by InLove shareholders (if required); iv) Platinex obtaining requisite CSE and shareholder approvals to complete the Change of Business1 (“COB“) and completing the COB; v) Platinex completing a financing in the minimum amount of $500,0002; vi) InLove completing a Concurrent Financing (as hereinafter defined); vii) InLove completing and delivering a financial audit; viii) parties completing all required consents and approvals to consummate the Acquisition; and ix) InLove securing certain rights, intellectual property and consulting agreements with key management. The terms of the Acquisition shall be set forth in their entirety in the Definitive Agreement.
As of the date hereof, the Company has 98,181,595 Platinex Shares issued and outstanding, and is in the process of completing a financing (“PTX Financing“), as announced in the Company’s press release dated May 23, 2019), which may result in issuance of a minimum of 10,000,000 Platinex Shares and 10,000,000 warrants exercisable into Platinex Shares at a price of $0.10 per Platinex Share. Assuming that the PTX Financing is fully subscribed, and the Acquisition is completed on the basis described in this release, the current shareholders of Platinex Shares (including the subscriber in the PTX Financing) will own approximately 65.4% of the resulting entity post-Acquisition and the current shareholders of ILC will own approximately 34.6% of the resulting entity post-Acquisition.
Prior to completion of the Acquisition, InLove is expected to complete an equity financing of at least $750,000 to a maximum of $2.5 million (“Concurrent Financing“) and the securities issued pursuant to the Concurrent Transaction will be acquired by Platinex as a part of Transaction Consideration, in exchange for corresponding securities of Platinex.
The proposed Acquisition does not constitute a related-party transaction under the meaning of MI61-101 Protection of Minority Security Holders in Special Transactions, and, accordingly, shareholder approval is not expected to be required in connection with the Acquisition by the Platinex shareholders. The Acquisition is not a non-arm’s length transaction. There are no finder’s fees to be paid in connection with the Acquisition.
As a part of the Acquisition and subject to completion of the Platinex Financing and any regulatory approval, Platinex has agreed to provide ILC with a secured loan of a minimum of $200,000 and up to $500,000, provided that none of the proceeds of the loan will be used to conduct regulated cannabis business prior to Platinex completing the COB. The full terms of the loan will be determined at the time the loan is advanced, provided that the loan shall be automatically repayable if the LOI is terminated or the COB is not approved by the CSE or by the Company’s shareholders.
The LOI may be terminated by mutual written consent of Platinex and InLove, upon written notice if the Definitive Agreement has not been executed prior to August 15, 2019 or if either party at its sole discretion is not satisfied with its due diligence review of the other party by August 15, 2019.
InLove is a development stage entity as most of its efforts have been devoted to securing intellectual property and establishing its business and it has not earned any revenue. As a recently incorporated entity, there is no significant financial information available at this stage with respect to InLove.
As announced in the Company’s press release dated June 4, 2019, Platinex is in the process of completing the COB and is currently operating as a mineral exploration issuer, under the policies of the CSE. The Company has significant restrictions on carrying out business in the cannabis industry, prior to completion of the COB, which means the consummation of the Acquisition can only occur after the COB. Completion of COB is subject to a number of conditions, including approval of the COB by the CSE, obtaining approval of the COB by the Company’s shareholders and securing sufficient financing to carry out the intended business post-COB. There is no assurance that the Company will be able to secure such approvals or raise sufficient financing to carry out the business to be described in the disclosure document to be prepared in connection with the COB on the terms favorable to the Company or at all.
If the Company is successful in completing the COB, the Acquisition remains subject to a number of conditions, including the Conditions Precedent, review and approval of the CSE and securing the Concurrent Financing. There is no assurance that the Acquisition will be completed on the terms described in this press release or at all.
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1 As defined in Policy 9 of the CSE Policies
2 Being the equity financing announced by the Company in the press release dated May 23, 2019.
About Platinex Inc.
Platinex is currently focusing efforts on developing various strategies to capitalize on the lucrative growth of the cannabis sector in North America in the process of the proposed COB. At the same time prior to the implementation of the COB Platinex has been focusing its mining business efforts in assembling a very large property in the Shining Tree gold camp, which has received little modern exploration compared to other gold camps in the Abitibi greenstone Belt. Shares of Platinex are listed for trading on the Canadian Securities Exchange under the symbol “PTX”.
For further information, please contact:
| David Posner Investor Relations Consultant 647-985-6727 Email: [email protected] |
or | Lori Paradis Corporate Secretary 416-268-2682 [email protected] |
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| And mention “Platinex press release” on the subject line. |
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FORWARD-LOOKING STATEMENTS:
This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include future plans and business objectives of ILC, raising sufficient financing to complete the Company’s business strategy, obtaining approval of the Acquisition on the terms described hereto or at all, completion of the PTX Financing and the Concurrent Financing, completing due diligence review to the satisfaction of each respective party, completion of the COB, ILC being able to satisfy the Conditions Precedent and others. There is no certainty that any of these events will occur. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances, unless required by law.
Investing into early stage companies, inherently carries a high degree of risk and investment into securities of the Company shall be considered highly speculative. Furthermore, the Company seeks to enter the cannabis market in the United States, where some states have legalized cannabis for medical or adult recreational use, while cannabis remain illegal under United States Federal law. As such, the Company may become subject to additional government regulation and legal uncertainties that could restrict the demand for its services or increase its cost of doing business, thereby adversely affecting its financial results. Please see the Company’s Management’s Discussion and Analysis for the years ended December 31, 2018 and 2017 for a more comprehensive overview of the risk factors.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any province in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
TORONTO and GLIL YAM, Israel, Sept. 11, 2024 /PRNewswire/ — IM Cannabis Corp. (“IMC” or the “Company“) (NASDAQ: IMCC) (CSE: IMCC), a leading medical cannabis company with operations in Israel and Germany, is pleased to announce that Mr. Shmulik Arbel has been appointed to the Company’s board of directors (the “Board“) effective September 9, 2024. Mr. Arbel brings a wealth of experience in strategic plans that drive profitability, as well as, finance and corporate governance, further strengthening the company’s commitment to driving growth while focusing on sustainable profitability.
“We are thrilled to welcome Shmulik to our Board of Directors,” said Oren Shuster, Chief Executive Officer of IM Cannabis. “Shmulik’s extensive international experience at Leumi, coupled with his proven track record in banking and finance will be invaluable as we continue to deliver on our strategic initiatives.”
Mr. Arbel retired as Deputy CEO from Leumi, Israel’s largest banking group, in April 2023, where he was instrumental in business growth and leading the service revolution. With over 25 years of experience at Leumi, Arbel has held senior roles throughout the organization, such as head of retail banking, head of the corporate division, and as chairman of Leumi UK. With key roles in Israel, New York and London, Mr. Arbel has a wide view on international business.
“I am honored to join the Board of Directors at IMCC,” said Mr. Arbel. “I look forward to leveraging my experience in banking and finance, providing guidance as IMCC continues to establish itself as the go-to brand in the cannabis world. I look forward to contributing to the company’s growth.”
Arbel holds a BA and MBA from Tel Aviv University.
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 focused its 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 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.
Disclaimer for Forward-Looking Statements
This press release contains forward-looking information or forward-looking statements under applicable Canadian and United States 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 relating to: the stated benefits Mr. Arbel’s appointment, including the further strengthening the Company’s commitment to driving growth in the German market while focusing on sustainable profitability; and Mr. Arbel’s international experience and track record in banking and finance will be invaluable to the Company.
Forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to: the Company’s ability to realize upon the stated benefits Mr. Arbel’s appointment; and Mr. Arbel’s international experience and track record in banking and finance becoming invaluable to the Company.
The above lists of forward-looking statements and assumptions are 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: 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 Company’s ability to continue to meet the listing requirements of the Canadian Securities Exchange and the NASDAQ Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and its subsidiaries (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; risks surrounding war, conflict and civil unrest in Eastern Europe and the Middle East, including the impact of the Israel-Hamas war on the Company, its operations and the medical cannabis industry in Israel; risks associated with the Company focusing on the Israel and Germany markets; the inability of the Company to achieve sustainable profitability and/or increase shareholder value; the inability of the Company to actively manage costs and/or improve margins; the inability of the company to grow and/or maintain sales; the inability of the Company to meet its goals and/or strategic plans; the inability of the Company to reduce costs and/or maintain revenues; the Company’s inability to take advantage of the legalization of medicinal cannabis in Germany; and the Company’s inability to realize upon the stated benefits Mr. Arbel’s appointment; and Mr. Arbel’s international experience and track record in banking and finance not becoming valuable to the Company.
Please see the other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s annual report dated March 28, 2024, which is available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and Edgar at www.sec.gov/edgar. 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.
Company Contact:
Anna Taranko, Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
[email protected]
Oren Shuster, CEO
IM Cannabis Corp.
[email protected]
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Indivior
Indivior Provides Update on Aelis Farma’s Clinical Phase 2B Study Results with AEF0117 in Participants with Cannabis Use Disorder
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS PART OF DOMESTIC LAW IN THE UK BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018).
- Primary and Secondary End Points of the Study were Not Met
- Indivior Does Not Currently Expect to Exercise AEF0117 Option
SLOUGH, United Kingdom and RICHMOND, Va., Sept. 4, 2024 /PRNewswire/ — Indivior PLC (Nasdaq/LSE: INDV) is today providing an update following Aelis Farma’s announcement of the results from its clinical Phase 2B trial with AEF01171, evaluating the efficacy and safety in treatment-seeking participants with moderate to severe Cannabis Use Disorder (CUD). The purpose of this trial was twofold: (1) to show that AEF0117 (0.1, 0.3, 1 mg once a day for 12 weeks) lowers cannabis use and (2) to determine the endpoints and optimal dosage of AEF0117 for use in future studies. In this phase 2B study, patients were treatment-seeking participants, 84% of whom had severe CUD.
The results of the study demonstrated that the primary endpoint, the proportion of participants who reduced their cannabis use to ≤1 day per week, as well as secondary endpoints measuring the proportion of participants reaching either complete abstinence or who used ≤2 day per week, were not met. Although these results are disappointing, they indicate that significant work remains to be done to understand subpopulations of patients with CUD, specifically those with severe CUD.
This clinical Phase 2B study is part of the strategic collaboration between Aelis Farma and Indivior, which includes an exclusive option for Indivior to license the global rights to AEF0117. Given the lack of separation from placebo on primary and secondary endpoints and before seeing further additional favorable clinical data, Indivior does not currently expect to exercise its option.
Important Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that are forward-looking. Forward-looking statements include, among other things, express and implied statements regarding whether: we will be able to ultimately demonstrate the safety and efficacy of AEF0117, which is a prerequisite to filing any New Drug Application; we might ever exercise our option for AEF0117 and, if so, when; and other statements containing the words “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “forecast,” “strategy,” “target,” “guidance,” “outlook,” “potential,” “project,” “priority,” “may,” “will,” “should,” “would,” “could,” “can,” “outlook,” “guidance,” the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future.
Actual results may differ materially from those because they relate to future events. Various factors may cause differences between Indivior’s expectations and actual results, including, among others, the risks described in our most recent annual report on Form 20-F beginning on page 9 as filed with the U.S. SEC and in subsequent releases; legal and market restrictions that may limit how quickly we can repurchaser our shares; the substantial litigation and ongoing investigations to which we are or may become a party; our reliance on third parties to manufacture commercial supplies of most of our products, conduct our clinical trials and at times to collaborate on products in our pipeline; our ability to comply with legal and regulatory settlements, healthcare laws and regulations, requirements imposed by regulatory agencies and payment and reporting obligations under government pricing programs; risks related to the manufacture and distribution of our products, most of which contain controlled substances; market acceptance of our products as well as our ability to commercialize our products and compete with other market participants; competition; the uncertainties related to the development of new products, including through acquisitions, and the related regulatory approval process; our dependence on third-party payors for the reimbursement of our products and the increasing focus on pricing and competition in our industry; unintended side effects caused by the clinical study or commercial use of our products; our ability to successfully execute acquisitions, partnerships, joint ventures, dispositions or other strategic acquisitions; our ability to protect our intellectual property rights and the substantial cost of litigation or other proceedings related to intellectual property rights; the risks related to product liability claims or product recalls; the significant amount of laws and regulations that we are subject to, including due to the international nature of our business; macroeconomic trends and other global developments such as armed conflicts and pandemics; the terms of our debt instruments, changes in our credit ratings and our ability to service our indebtedness and other obligations as they come due; changes in applicable tax rate or tax rules, regulations or interpretations and our ability to realize our deferred tax assets; and volatility in our share price due to factors unrelated to our operating performance or that may result from the potential move of our primary listing to the U.S.
Forward-looking statements speak only as of the date that they are made and should be regarded solely as our current plans, estimates and beliefs. Except as required by law, we do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.
This release is being made by Kathryn Hudson, Company Secretary Indivior PLC.
About Indivior
Indivior is a global pharmaceutical company working to help change patients’ lives by developing medicines to treat substance use disorders (SUD), overdose and serious mental illnesses. Our vision is that all patients around the world will have access to evidence-based treatment for the chronic conditions and co-occurring disorders of SUD. Indivior is dedicated to transforming SUD from a global human crisis to a recognized and treated chronic disease.
Building on its global portfolio of OUD treatments, Indivior has a pipeline of product candidates designed to both expand on its heritage in this category and potentially address other chronic conditions and co-occurring disorders of SUD. Headquartered in the United States in Richmond, VA, Indivior employs over 1,000 individuals globally and its portfolio of products is available in over 30 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior.
References:
- National Library of Medicine (U.S.) (2022, April). Effect of AEF0117 on treatment-seeking patients with cannabis use disorder (CUD) (SICA2). Identifier
NCT05322941 https://www.clinicaltrials.gov/study/NCT05322941
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