Calgary, Alberta--(Newsfile Corp. - August 22, 2025) - Seegnal Inc. (formerly, Reem Capital Corp. (TSXV: REEM.P) ("Seegnal" or the "Corporation"), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the "Exchange") and Kalron Holdings Ltd. ("Kalron") (parent company of Seegnal eHealth Ltd. ("Seegnal eHealth")) wish to provide an update with respect to the proposed transaction between the Corporation and Kalron, pursuant to the amended and restated definitive securities exchange agreement dated January 27, 2025 (the "Definitive Agreement") between the Corporation, Kalron, Seegnal eHealth and certain securityholders of Kalron, in furtherance of the Corporation's proposed Qualifying Transaction (as defined in Policy 2.4 - Capital Pool Companies of the Exchange) (the "Proposed Transaction").
CONCURRENT FINANCING
The Corporation is pleased to announce that, further to its press release dated August 1, 2025 and prior to the close of the Proposed Transaction, the Corporation closed its non-brokered private placement of 1,768,750 subscription receipts for gross proceeds of $1,415,000 at $0.80 per subscription receipt (the "Seegnal Subscription Receipts").
The Corporation is also pleased to announce that, further to its press release dated August 1, 2025 and prior to the close of the Proposed Transaction, Kalron closed its concurrent non-brokered private placement of 2,564,665 subscription receipts for gross proceeds of $2,051,732 at $0.80 per subscription receipt (the "Kalron Subscription Receipts", together with the Seegnal Subscription Receipts, the "Subscription Receipts"). The Corporation's private placement and Kalron's private placement, are herein referred to as the "Financings".
Each Subscription Receipt will, following the satisfaction of certain escrow release conditions, entitle the holder thereof to receive post-Proposed Transaction, without the payment of additional consideration or taking of further action, one common share in the capital of the Corporation ("Common Share") and one Common Share purchase warrant of the Corporation (a "Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share at a price of $1.20 until 24 months following the completion of the Proposed Transaction.
Proceeds of the Financings will be held in escrow pending satisfaction of customary escrow release conditions, including the completion, satisfaction or waiver of all conditions precedent to the Proposed Transaction and the receipt of all required shareholder and regulatory approvals, as applicable.
In connection with the financings and as previously announced, Kalron and the Corporation will pay Quarck Investments Ltd. ("Quarck") and Capital Canada Limited ("Capital Canada") finders fees of cash equal to 8% of the gross proceeds brought in by Quarck or Capital Canada, as applicable, to the Financings and Common Share purchase warrants of the Corporation on the same terms as the Warrants, equal to 8% of the amount of Subscription Receipts brought in by Quarck or Capital Canada, as applicable, under the Financings. All of the cash payable to Quarck and Capital Canada shall be payable upon release of the Financings' proceeds from escrow.
CONTINUATION, NAME CHANGE AND CONSOLIDATION
In connection with the Proposed Transaction, the Corporation has continued out of British Columbia (under the Business Corporations Act (British Columbia)) into Alberta (under the Business Corporations Act (Alberta)) (the "Continuance") and has changed its name from Reem Capital Corp. to Seegnal Inc. (the "Name Change").
Further, the Corporation completed a consolidation of its issued and outstanding Common Shares based on a ratio of one (1) post-consolidation common share for each 3.16 pre-consolidation Common Shares, resulting in an aggregate of 2,500,002 Common Shares issued and outstanding (the "Consolidation").
The Continuance, Name Change and Consolidation were approved by the shareholders of the Corporation at the Corporation's annual general and special meeting of shareholders on May 9, 2025.
The Corporation's new CUSIP number for the Common Shares is 81573E106 and its new ISIN is CA81573E1060. Shareholders of the Corporation are not required to take any action with respect to the Continuance, Name Change or Consolidation.
The Common Shares and Warrants issuable on conversion of the Subscription Receipts shall be issued on a post-Consolidation basis.
PROPOSED TRANSACTION
The completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, final Exchange acceptance and satisfaction of other customary closing conditions.
ABOUT KALRON
Kalron is a privately-held holding corporation that was established under the laws of Israel in 2017. Kalron is the sole shareholder (parent company) of Seegnal eHealth, an Israeli based corporation which had operated under Teva Pharmaceuticals Industries Ltd. ("Teva") until its purchase by Kalron in December 2017.
Seegnal eHealth was founded in 2015 as a fully owned subsidiary of Teva to develop a clinical decision support system software for clinicians at the point of care, aimed at improving patient care and outcomes, improving clinician experience and substantially lower healthcare expenditures. Seegnal eHealth provides patient-tailored SAAS system for one-glance managing and mitigating drug related problems while providing decision support to healthcare professionals at the point of care. Seegnal eHealth has developed, owns and is marketing a SAAS based software platform of addressing the need of detecting and solving drug-related problems, which has been determined as the fourth leading cause of mortality in developed countries.1 Seegnal eHealth's SAAS based software platform is a patient-tailored, clinicians'-friendly drug-related problem solution. Seegnal eHealth exclusively integrates at the point-of-care, unique patient specific data like genetics, food, results of lab tests, ECG, smoking and the effects of many concomitant medications, while delivering accuracy, sensitivity and specificity. The software was developed for clinicians to manage and resolve Drug Related Problems, relevant specifically per patient, quickly and effectively. In 2017, Seegnal eHealth was purchased from Teva by Kalron. As part of the acquisition, Kalron committed to continue to employ Seegnal eHealth's employees and to pay Teva certain royalties on sales. Seegnal eHealth is marketing its SAAS-based platform in the State of Israel, the UAE, the United Kingdom, the United States of America and Poland. The platform is currently a "standard of care" system for over 10,000 clinicians in Israel on a daily basis when prescribing medications to their patients. Two of Israel's four HMO's are using the system as their primary solution, and recently the Israeli Ministry of Health selected Seegnal as the new standard to be deployed in all public hospitals.
Kalron, through its subsidiary Seegnal eHealth, has developed a vast intellectual property portfolio. The SAAS based technology contains over 1500 specific algorithms as well as United States of America, Canadian, and Israeli granted patents in the areas of Graphical User Interface ("GUI") and workflow. The Seegnal eHealth system's functional disruptive GUI approach, on the one hand, and the technical capability to introduce the individual patient at the center when providing clinical recommendations, on the other hand, provides over 98% alert accuracy and automating alternative therapy resolution suggestions, saving physicians time from researching for alternatives manually.2
ABOUT SEEGNAL INC.
The Corporation was incorporated under the Business Corporations Act (British Columbia) and continued under the Business Corporations Act (Alberta) and is a Capital Pool Company governed by the policies of the Exchange. The Corporation's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a Capital Pool Company should be considered highly speculative.
FURTHER INFORMATION
The Corporation will provide further details in respect of the Proposed Transaction and Financings in due course by way of a subsequent news release, however, the Corporation will make available to the Exchange all information, including financial information, as may be requested or required by the Exchange.
All information contained in this news release with respect to the Corporation and Kalron was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to the Exchange Requirements. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the non-offering prospectus prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information please contact:
| Seegnal Inc. | Kalron Holdings Ltd. |
| Jonathan Held, CEO and CFO | Eyal Schneid, CEO |
| Telephone: 416-270-9566 | Telephone: 213-309-5030 |
| Email: jheld@aloefinance.com | Email: eyal.schneid@seegnal.com |
| Website: www.seegnal.com |
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the polices of the Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "believe", "estimate", "expect", "intend", "projected" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
More particularly and without limitation, this press release contains forward-looking statements concerning the Proposed Transaction (including the terms and timing thereof), the Financings including the amounts anticipated to be raised, the shareholders intending to participate in such Financings, receipt of requisite approvals, including acceptance of the Exchange for the Proposed Transaction and Financings, completion of the Proposed Transaction and the Financings, including meeting the requisite escrow release conditions and the use of proceeds therefrom, the details of any securities issuances, conversions, exchanges or cancellations (completed or anticipated), the listing of the Common Shares on the Exchange, the continued business of the Corporation following the Proposed Transaction, the trading of the Common Shares on the Exchange, the anticipated insiders of the Corporation and the successful implementation of Kalron and Seegnal eHealth's business plans, including the successful implementation of Seegnal eHealth's SAAS products. In disclosing the forward-looking information contained in this press release, the Corporation has made certain assumptions, including that: all applicable shareholder and regulatory approvals for the Proposed Transaction will be received; that the Proposed Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature and the acceptance of the Seegnal eHealth products by customers in the United States and Europe. Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: war in Israel and the Middle East; availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Proposed Transaction will be completed on the terms set out in the Definitive Agreement or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release.
Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
1 Miles Hacker, Pharmacology, 2009 (https://www.sciencedirect.com/topics/medicine-and-dentistry/adverse-drug-reaction); Ernst FR, Grizzle AJ: Drug-related morbidity and mortality: updating the cost-of-illness model. J Am Pharm Assoc. 2001, 41 (2): 192-9; and Jason L et al., Journal of American Medical Association 1998; 279: 1200-1205.
2 Sonam N Shah et al, "Comparison of Medication Alerts from Two Commercial Applications in the USA", June 2021, https://pubmed.ncbi.nlm.nih.gov/33616888/.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263335
SOURCE: Reem Capital Corp.
