Kadimastem Takes Another Step Towards Signing the Merger Agreement with Nasdaq Listed IMCC

Kadimastem reveals that the company with which it has signed a non-binding memorandum of understanding for a merger is IMCC (NASDAQ: “IMCC”), a company listed on the Nasdaq and CNSX

In accordance with the MOU, Kadimastem will provide IMCC a loan of up to $650,000, which will be used by IMCC to restructure its current operations for sale allow Kadimastem to enter the public platform on the NASDAQ

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Kadimastem Ltd. (TASE: KDST), Feb 28th, 2024, a leading cell therapy company in the clinical development stages of breakthrough products for the treatment of ALS and diabetes, has completed another step on the way to signing a merger with the U.S. NASDAQ listed company IMCC; IM Cannabis Corp (“IMCC”), (which is also listed  in Canada on the CNSX) as reported several weeks ago, thus becoming a Nasdaq-listed company.

The Company signed a loan agreement with IMCC, in accordance with their MOU. The loan amounts up to about $650,000 with the goal of organizing the current IMCC operations and preparing it for sale under a contingent value right (CVR) to be distributed to IMCC record shareholders prior to the consummation of the merger with Kadimastem', hence allowing Kadimastem to enter into IMCC’s public platform on the NASDAQ without taking ownership of IMCC’s current operations.

Once and subject to the completion of the merger transaction and signing of the definitive documentation, pursuant to the MOU Kadimastem shareholders are expected to hold 88% of the shares of the combined company post -merger upon which Kadimastem will no longer be trading on the Tel Aviv Stock Exchange. The MOU is in line with the Company's strategic plan, to approach the target markets of its field of activity and the US capital markets.

As part of the terms of the MOU, Kadimastem undertook to have approximately $5 million in funds, including capital raised simultaneously with the completion of the transaction and the commencement of trading from existing shareholders and additional investors.

Ronen Twito, Executive Chairman of the Board said, "We are moving one step further towards a merger deal with IMCC that is planned to enable us to trade on the NASDAQ. This will assist Kadimastem’s development in the US capital markets especially in view of FDA approval to start a phase IIa multi-site clinical trial in the US for the ALS product candidate, as well as our development plans for additional product candidates, and especially the diabetes product candidate. I believe that together with IMCC’s professional management we will be able to promote the transaction quickly and professionally and generate significant value to our shareholders upon completion of the transaction."

About Kadimastem

Kadimastem is a clinical stage cell therapy company, developing "off-the-shelf", allogeneic, proprietary cell products based on its technology platform for the expansion and differentiation of Human Embryonic Stem Cells (hESCs) into functional cells. AstroRx®, the company's lead product, is an astrocyte cell therapy in clinical development for the treatment for ALS and in pre-clinical studies for other neurodegenerative indications.

IsletRx is the company's treatment for diabetes. IsletRx is comprised of functional pancreatic islet cells producing and releasing insulin and glucagon, intended to treat and potentially cure patients with insulin-dependent diabetes. Kadimastem was founded by Professor Michel Revel, CSO of the company and Professor Emeritus of Molecular Genetics at the Weizmann Institute of Science. Professor Revel received the Israel Prize for the invention and development of Rebif®, a multiple sclerosis blockbuster drug sold worldwide. Kadimastem is traded on the Tel Aviv Stock Exchange (TASE: KDST).

Forward Looking Statement

This document may include forward-looking information as defined in the Securities Law, 5728 – 1968. Forward-looking information is uncertain and mostly is not under the Company's control and the realization or non-realization of forward-looking information will be affected, among other things, by the risk factors characterizing the Company's activity, as well as developments in the general environment and external factors affecting the Company's activity. The Company's results and achievements in the future may differ materially from any presented herein and the Company makes no undertaking to update or revise such projection or estimate and does not undertake to update this document. This document does not constitute a proposal to purchase the Company's securities or an invitation to receive such offers. Investment in securities in general and in the Company in particular bears risks. One should consider that past performance does not necessarily indicate performance in the future.

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Company Contacts:

Sarah Bazak

Business Operations Manager

s.bazak@kadimastem.com