Calgary, Alberta--(Newsfile Corp. - August 29, 2025) - Seegnal Inc. (formerly, Reem Capital Corp., a capital pool company, "Seegnal" or the "Corporation") is pleased to announce that it has successfully completed its previously announced "Qualifying Transaction" pursuant to TSX Venture Exchange ("TSXV") Policy 2.4 - Capital Pool Companies (the "Qualifying Transaction"). The Qualifying Transaction was completed pursuant to an amended and restated definitive securities exchange agreement dated January 27, 2025 (the "Definitive Agreement") between the Corporation, Kalron Holdings Ltd. ("Kalron"), Seegnal eHealth Ltd. and certain securityholders of Kalron.
Trading in the common shares of Seegnal ("Seegnal Shares") was previously halted at the request of Seegnal in connection with the initial announcement of the Qualifying Transaction and is expected to resume under the new ticker symbol "SEGN" on the TSXV in two business days following the date of issuance of the bulletin by the TSXV evidencing final acceptance of the Qualifying Transaction. The new CUSIP number is 81573E106 and the new ISIN is CA81573E1060 for the Seegnal Shares.
"This is a proud moment for Seegnal and everyone who has been part of our journey. Becoming a publicly traded company strengthens our ability to innovate, scale, and deliver on our mission to make medication management safer and smarter for patients and providers around the globe," said Eyal Schneid, CEO of Seegnal.
Summary of the Qualifying Transaction
Pursuant to the Qualifying Transaction:
both Seegnal and Kalron completed non-brokered private placements of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of $3,466,732, as further described in the press release of the Corporation dated August 21, 2025;
immediately prior to closing of the Qualifying Transaction, all outstanding convertible debentures and SAFEs of Kalron converted, in accordance with their terms, into ordinary shares of Kalron; and
at the time of closing:
Seegnal completed an acquisition of all of the issued and outstanding ordinary shares in the capital of Kalron from all of the shareholders of Kalron in exchange for Seegnal Shares and warrants of Seegnal, pursuant to the Definitive Agreement;
each Subscription Receipt converted into one Seegnal Share and one warrant of Seegnal entitling the holder thereof to purchase one Seegnal Share at an exercise price of $1.20 per share at any time on or before the 24-month anniversary from the date of issuance (a "Warrant"); and
certain holders of convertible debentures of Kalron received, pursuant to the terms of the purchase agreements for such convertible debentures, Warrants.
As a result of the Qualifying Transaction, Kalron is now a wholly-owned subsidiary of Seegnal.
As of the date hereof, there are 45,319,031 Seegnal Shares issued and outstanding, of which the previous shareholders of the Seegnal hold approximately 5.52%. An aggregate of 36,323,563 Seegnal Shares, representing approximately 80.15% of the currently issued and outstanding Seegnal Shares, are held by the former shareholders of Kalron as a result of the Qualifying Transaction. In addition, there are 29,789,007 Warrants outstanding and 250,000 stock options to acquire Seegnal Shares which remain outstanding.
Following completion of the Qualifying Transaction, the directors and officers of Seegnal are:
- Eyal Schneid, Chief Executive Officer
- Gadi Levin, Chief Financial Officer
- Nir Dor, Director
- Orit Lidor, Director
- Peter Bloch, Director
- Ronen Jaegermann, Director
- Michael Saliken, Corporate Secretary
For further information regarding the Qualifying Transaction, Seegnal or Kalron, please see the long form prospectus of Seegnal dated July 30, 2025, and prior press releases related to the Qualifying Transaction, which can be found on Seegnal's SEDAR+ profile at www.sedarplus.ca.
Early Warning Disclosure
Upon the completion of the Qualifying Transaction, Mikal Ltd., holds, directly or indirectly, or exercises control or direction over an aggregate of 13,463,947 Seegnal Shares, representing 29.71% of the issued and outstanding Seegnal Shares on a non-diluted basis, and 9,995,289 Warrants. Prior to the completion of the Qualifying Transaction, Mikal Ltd. did not beneficially own, or exercise control or direction over, any securities of Seegnal. Mikal Ltd. has acquired these securities for investment purposes and may, from time to time, acquire additional securities of Seegnal or dispose of such securities as it deems appropriate. Mikal Ltd. is controlled by Gilat Management Services Ltd. (an entity established under the laws of Israel and controlled by Mr. Avraham Gilat, a resident of Israel).
Upon the completion of the Qualifying Transaction, Gilat Management Services Ltd., holds, directly or indirectly, or exercises control or direction over an aggregate of 25,288 Seegnal Shares, representing 0.06% of the issued and outstanding Seegnal Shares on a non-diluted basis. Prior to the completion of the Qualifying, Transaction Gilat Management Services Ltd. did not beneficially own, or exercise control or direction over, any securities of Seegnal. Gilat Management Services Ltd. has acquired these securities for investment purposes and may, from time to time, acquire additional securities of Seegnal or dispose of such securities as it deems appropriate.
Upon the completion of the Qualifying Transaction, Edtom Ltd. holds, directly or indirectly, or exercises control or direction over an aggregate of 9,962,236 Seegnal Shares, representing 21.98% of the issued and outstanding Seegnal Shares on a non-diluted basis, and 9,290,538 Warrants. Prior to the completion of the Qualifying Transaction, Edtom Ltd. did not beneficially own, or exercise control or direction over, any securities of Seegnal. Edtom Ltd. has acquired these securities for investment purposes and may, from time to time, acquire additional securities of Seegnal or dispose of such securities as it deems appropriate. Edtom Ltd. (an entity established under the laws of Israel and controlled by Mr. Ron Naftali, a resident of Israel).
The foregoing disclosure is being disseminated pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Copies of the early warning reports with respect to the foregoing will appear on Seegnal's SEDAR+ profile at www.sedarplus.ca and may also be obtained by contacting Seegnal as set forth below.
Change of Auditor
In connection with the completion of the Qualifying Transaction, SRCO Professional Corporation will resign as auditor of Seegnal and Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited will be appointed as auditor of Seegnal. In the opinion of Seegnal, no "reportable event" (as such term is defined in National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")) has occurred. Seegnal is relying on section 4.11(3)(a) of NI 51-102 for an exemption from the change of auditor requirements within section 4.11 of NI 51-102.
About Seegnal
Seegnal is a public company that, through its wholly-owned subsidiary Seegnal eHealth Ltd. ("Seegnal eHealth") (an Israeli based corporation), aims to solve one of the top causes of death and injuries in the modern world - Adverse Drug Effects (ADEs). Seegnal's Clinical Decision Support system introduces a paradigm shift in the approach to this problem by implementing a new elevated Patient-Centric Standard. Seegnal's SaaS technology exclusively integrates at the point-of-care, unique patient-specific data like genetics, results of lab tests, ECG, smoking, allergies, food, gender, age, and the effects of many concomitant medications, while reducing the current alert load for clinicians by over 90%, by removing irrelevant alerts. Seegnal's SaaS also increases the precision of alerts with up to 98% accuracy. In practice, clinicians using Seegnal eHealth complete their prescription workflow with limited interruption, saving time and fatigue. Similarly, patients enjoy more tailored medication and improved safety, leading to better quality of life. Institutions reported a reduction in admissions, medication consumption, and ample time savings in prescription renewals. Seegnal eHealth is marketing its SaaS-based platform in the State of Israel (where recently the Ministry of Health has adopted Seegnal's patient-specific standard as the new standard in governmental hospitals), the UAE, the United Kingdom, the United States, and Poland. The platform is currently a "standard of care" system for over 10,000 clinicians in Israel, used on a daily basis for prescribing medications to their patients.
See www.seegnal.com.
Seegnal Contact
For further information, please contact:
Eyal Schneid, Chief Executive Officer
Email: eyal.schneid@seegnal.com
Telephone: +972-54-4770558
Cautionary Note Regarding Forward-Looking Information
This press release contains "forward-looking information" or "forward-looking statements" within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, including statements included in the "About Seegnal" section of this press release, are forward-looking. Generally, the forward-looking information and forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate", "believes", "estimates", "expects", "intends", "may", "should", "will" or variations of such words or similar expressions. More particularly, and without limitation, this press release contains forward-looking information or forward-looking statements concerning the resumption of trading of the Seegnal Shares on the TSXV, Seegnal capitalizing on opportunities for growth in its industry and Seegnal's business model and the benefits to clinicians and patients. Seegnal cautions that all forward-looking information and forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Seegnal, including expectations and assumptions concerning Seegnal, as well as other risks and uncertainties, including those described in Seegnal's filings available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking information or forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Seegnal. The reader is cautioned not to place undue reliance on any forward-looking information or forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information and forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Seegnal does not undertake any obligation to update publicly or to revise any of the included forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities 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 the registration requirement. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264566
SOURCE: Seegnal Inc.
