Toronto, Ontario--(Newsfile Corp. - September 8, 2025) - Optimind Pharma Corp. (CSE: OMND) (the "Optimind" or the "Company") is pleased to announce that it has entered into a binding definitive share exchange agreement dated September 5, 2025 (the "SEA") with IDesk Technologies Private Limited ("InterviewDesk"), a private company incorporated under laws of India, and its principal shareholders in respect of an arm's length transaction (the "Transaction") which will change the business of the Company to a technology company focused on artificial intelligence (the "Resulting Issuer") constituting a "Fundamental Change" of the Company under the policies of the Canadian Securities Exchange (the "CSE").
Subject to satisfaction or waiver of all conditions precedent to the Transaction, the Company anticipate that the Transaction will be completed no later than December 31, 2025. There can be no assurance that the Transaction will be completed on the terms proposed above or at all.
Trading in the common shares of the Company is currently halted in accordance with the policies of the CSE and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE.
Summary of the Transaction
Pursuant to the SEA, the Company will issue an aggregate of 11,000,000 common shares (on a post-Consolidated basis as discussed below) of the Company ("Company Shares"). Following closing of the Transaction, the Company will issue an additional 3,000,000 Company Shares to the two principals of InterviewDesk over two years (1,500,000 Company Shares on each of the first and second anniversary of closing).
Immediately prior to closing of the Transaction, the Company would consolidate (the "Consolidation") its existing common shares on a one (1) new share for approximately 3.66 old shares, such that after the Consolidation but prior to completion of the Transaction and the Concurrent Financing (as discussed below), the Company shall have 30,000,000 Company Shares issued and outstanding.
As the Transaction constitutes a 'Fundamental Change' of the Company, approval from the Company's shareholders will be sought at a shareholder's meeting to be held for that purpose on a future date to be determined. Upon completion of the Transaction, InterviewDesk will become a wholly-owned subsidiary of the Resulting Issuer.
No advances to be made by the Company are contemplated and a finder's fee of 5,000,000 Company Shares is payable in connection with the Transaction. The Company anticipates it will change its name in connection with the Transaction to a name to be determined by the parties.
Other than nominees to the board and management of the Resulting Issuer selected by InterviewDesk, no new insiders are expected to be created as a result of the Transaction.
The SEA provides that the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) completion of due diligence investigations, (ii) approval from the CSE for the Transaction and the listing of all applicable securities in connection with the Transaction; (iii) receipt of all requisite corporate, and shareholder consents and approvals; and (iv) the completion of the Concurrent Financing, as described below.
Concurrent Financing
Prior to or concurrently with the closing of the Transaction, the Company intends to complete a private placement of subscription receipts (which would be automatically convertible into Company Shares on completion of the Transaction) or Company Shares to be completed on or before closing of the Transaction at an issue price of $0.10 per subscription receipt or Company Share (on a post-Consolidation basis), raising gross proceeds of a minimum of $750,000 and a maximum of $1,200,000.
Finder's fees may be paid in connection with the Concurrent Financing, in accordance with the policies of the CSE.
This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any 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 unless pursuant to an exemption from such registration.
Proposed Directors and Officers of the Resulting Issuer
It is currently anticipated that the board of directors of the Resulting Issuer will be comprised of four individuals, of which two nominees will be named by the Company and two will be named by InterviewDesk, which persons will be determined and outlined in a further release. It is expected that Rakesh Malhotra will remain as the Chief Financial Officer of the Resulting Issuer. The founders and principal shareholders of InterviewDesk, Pichumani Durairaj and Vasundhara Pichumani, will be the Chief Executive Officer and Chief Operating Officer, respectively, of the Resulting Issuer.
Vasundhara Pichumani is a finance and operations leader with nearly two decades of experience driving strategy, governance, and execution for global businesses. At InterviewDesk, she oversees finance, compliance, and operations-building the systems and controls that ensure the company scales sustainably and profitably.
Before co-founding InterviewDesk, Vasundhara spent over 15 years at Ford Motor Company across India, Brazil, and the US. As General Manager of Global Inventory Management and Control, she led a 50+ member team across four regions, managing billions in global inventory. She drove working capital efficiency, improved supply chain resilience, and introduced frameworks to reduce financial risk during the global semiconductor shortage.
Her international assignments also included working with product development teams in Brazil on new vehicle programs, where she influenced supplier strategies and operational capacity planning. A Chartered Accountant by training, she brings expertise in FP&A, compliance, global reporting, and financial controls, combined with a proven ability to scale complex operations across geographies.
Vasundhara is also a strong advocate of diversity and inclusion, having co-led Ford's Women of Finance network to mentor and advance women in leadership roles. At InterviewDesk, she combines her corporate finance discipline with entrepreneurial agility, ensuring both financial health and operational excellence underpin the company's vision of transforming hiring with AI.
Pichumani Durairaj is a global recruitment leader and entrepreneur with over 20 years of experience building high-performing teams and redefining how companies hire. As Co-Founder & CEO of InterviewDesk, he is focused on solving one of the toughest challenges in the hiring lifecycle: making interviews scalable, structured, and outcome-driven.
His career spans leadership roles at Amazon, KLA-Tencor, and Flextronics, where he drove hiring excellence across engineering and executive levels. In 2013, he founded Hunt & Badge Consulting, a specialized recruitment firm that quickly became a trusted partner for high-growth startups and global enterprises. The firm's success led to its acquisition by US-based Hudson RPO (NASDAQ: HSON) in 2022-a strong validation of both its business model and execution.
Pichumani has advised and supported startups from seed stage to growth rounds, helping them scale teams from the ground up while embedding long-term hiring strategies. What sets him apart is his dual perspective as both an operator and an entrepreneur-balancing innovation with execution.
At InterviewDesk, he is pioneering a future where interviews are no longer a bottleneck but a growth enabler, empowering organizations to hire faster, smarter, and better.
Information Concerning InterviewDesk
InterviewDesk, founded by ex-Amazonian, is rewriting the future of hiring with Creya AI, its conversational AI Interview Bot. designed to automate sourcing, screening, and candidate interviews. Creya AI delivers faster, unbiased, and scalable hiring for enterprises worldwide.
"Recruitment has been stuck in the past for too long. Creya AI brings automation with the intelligence of real-world hiring, helping companies hire smarter and faster," said Pichumani Durairaj, Founder & CEO of InterviewDesk.
Backed by insights from 20,000+ human interviews and proven through 1million + assessments, InterviewDesk has already earned the trust of 100,000+ global users. Customers across the US, Canada, India, and Southeast Asia are leveraging the platform to cut hiring time by up to 70% while improving the quality of hires.
With rapid global expansion and a bold vision for AI-driven hiring automation, InterviewDesk is setting the benchmark for the future of recruitment.
Further information
The Company shall issue further releases providing further details in respect of the proposed Transaction in accordance with the policies of the CSE.
Additional details, including further information, including financial information, on the business of InterviewDesk and the Resulting Issuer, will follow in the information circular to be completed for the approval of the Transaction as well as the Resulting Issuer's listing statement, each to be prepared in accordance with applicable securities legislation and the listing requirements of the CSE.
Investors are cautioned that, except as disclosed in such disclosure documents, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
Forward-Looking Statements
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance, as well as future operations of InterviewDesk. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated on the terms as currently contemplated or at all; whether the Concurrent Financing will be completed on the terms contemplated or at all; whether the Transaction and the insiders of the Resulting Issuer will be acceptable to the CSE; whether the conditions precedent to the Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Transaction will be satisfied, or the timing for completing the Transaction and the conditions precedent to the Transaction; and whether InterviewDesk will complete its currently anticipated operations as described in this press release.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction and/or the conditions precedent to the Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Transaction and/or the conditions precedent to the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction and/or the conditions precedent to the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; the ability of the parties to raise sufficient capital to complete the Concurrent Financing; and the diversion of management time on the Transaction and/or the conditions precedent to the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and InterviewDesk and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
About the Company
The Company is a reporting issuer in Canada and is listed on the Canadian Securities Exchange under the symbol "OMND".
Rakesh Malhotra
Chief Financial Officer
Telephone: (647) 891-9379
Cautionary Statements
All information contained in this news release relating to InterviewDesk was provided by InterviewDesk to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to CSE requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 management information circular and listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Neither the CSE 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.
Not for distribution to United States 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/265573
SOURCE: Optimind Pharma Corp.
