Vancouver, British Columbia--(Newsfile Corp. - October 10, 2025) - TempraMed Technologies Ltd. (the "Company") is pleased to announce that the Company has filed and obtained a receipt on September 29, 2025, for its final long form prospectus dated September 25, 2025 (the "Prospectus"), with the British Columbia Securities Commission and is now a reporting issuer in the Province of British Columbia, effective as of September 29, 2025. The Prospectus was filed for, among other things, the purposes of allowing the Company to satisfy listing requirements of the Canadian Securities Exchange ("CSE") and to satisfy a closing condition of the reverse takeover of the Company by TempraMed Israel Ltd. ("TempraMed") (the "Transaction").
The Transaction closed on September 29, 2025, and the Company issued the following securities of the Company: (a) 40,178,190 TempraMed Shares (as defined below); (b) 5,740,286 TempraMed Warrants (as defined below); and (c) 8,000,000 contingent rights of the Company in consideration for the acquisition of all issued and outstanding ordinary shares of TempraMed. A copy of the Prospectus is available on the Company's profile at SEDAR+, found at www.sedarplus.ca.
Further to the closing of the Transaction, the Company entered into an escrow agreement dated September 25, 2025, effective as of September 29, 2025, among the Company, its transfer agent (Endeavor Trust Corporation) and various securityholders of the Company (the "Escrow Agreement"). A copy of the Escrow Agreement is available on the Company's profile at SEDAR+, found at www.sedarplus.ca.
CSE Conditional Approval
The Company has also received conditional approval on September 25, 2025, to list its common shares in the capital of the Company (the "TempraMed Shares") on the CSE. Listing remains subject to the Company fulfilling certain CSE requirements, including the appointment of an independent director who is residing in Canada and acceptable to the CSE to the board of directors of the Company.
Conversion of Convertible Debentures and Subscription Receipts
Further, the Company is also pleased to announce that the Escrow Release Conditions (as defined below) for the private placement offerings of 6,618,156 subscription receipts of the Company (the "Subscription Receipts") have been satisfied.
The Subscription Receipts were issued pursuant to the subscription receipt agreement between the Company and Endeavor as subscription receipt agent (the "Subscription Receipt Agreement"). Pursuant to the Subscription Receipt Agreement, the proceeds from the Subscription Receipts were deposited in escrow with Endeavor pending satisfaction or waiver of the following conditions: (i) the TempraMed Shares being approved for listing on the CSE and (ii) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the listing of the TempraMed Shares on the CSE (the "Escrow Release Conditions").
Further, the Company is also pleased to announce that the Liquidity Event (as defined below) for the private placement offerings 5,366,348 convertible debentures of the Company (the "Convertible Debentures") has been completed.
The Convertible Debentures were issued pursuant to convertible debenture certificates (the "Certificates"). Pursuant to the Certificates, the Convertible Debentures automatically convert upon the Company providing notice that all conditions precedent to the Transaction which results in the TempraMed Shares being publicly listed on a recognized stock exchange have been met (the "Liquidity Event").
The Company has delivered an irrevocable direction to Endeavor confirming that it has obtained a receipt for its Prospectus on September 29, 2025. The Liquidity Event having occurred, and the Escrow Release Conditions having been met, the Convertible Debentures were converted on September 29, 2025, for no additional consideration and with no further action by the holders thereof, into 5,366,348 TempraMed Shares, and the Subscription Receipts were converted, for no additional consideration and with no further action by the holders thereof, into 6,618,156 TempraMed Shares and 6,618,156 common share purchase warrants of the Company (the "TempraMed Warrants"), each of which entitles the holder thereof to acquire one TempraMed Share for $1.00 until March 29, 2027.
Pursuant to the Transaction, the Company also issued an aggregate of 1,018,654 TempraMed Shares as finder's fees in connection with the financings of Subscription Receipts and Convertible Debentures.
Adoption of Equity Incentive Plan
On September 29, 2025, upon receipt of the receipt for the Prospectus and immediately subsequent to the closing of the Transaction and the conversion of the Convertible Debentures and the Subscription Receipts, the board of directors of the Company approved the adoption of the Company's equity incentive plan (the "Plan"). Upon adoption of the Plan, the Company granted 7,094,856 incentive stock options and 4,497,207 restricted share units, all as further disclosed in the Prospectus.
About TempraMed Technologies Ltd.
TempraMed is a global leader in innovative, temperature-controlled medication storage solutions. Founded with the mission to safeguard the effectiveness of life-saving medications, TempraMed develops patented, FDA-registered, space-grade thermal insulation devices that work 24/7 without batteries or external power. With a proven product line including VIVI Cap and VIVI Epi, and a smart technology platform on the horizon, TempraMed enables patients and healthcare providers to confidently manage temperature-sensitive medications anywhere, anytime. Headquartered in Israel with operations in North America, Europe, and Asia, TempraMed is advancing the future of medication protection and adherence.
Investors interested learning more about TempraMed are encouraged to contact the Company at:
ir@tempramed.com
www.tempramed.com
Ron Nagar
Chief Executive Officer
TempraMed Technologies Ltd.
Investor Contacts:
Julia Becker
Vice President, Capital Markets
T: +1 (604) 785-0850
E: julia@tempramed.com
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. This news 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 state of the United States in which such offer, solicitation or sale would be unlawful.
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction and the future plans and objectives of the Company, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulations. These factors include, but are not limited to, those factors discussed under the heading "Risk Factors" in the Prospectus; and other risk factors as detailed from time to time. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
The reader is cautioned that assumptions used in the preparation of any forward-looking information 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 the Company. As a result, the Company cannot guarantee that the Transaction will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. 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 statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269952
SOURCE: TempraMed
