New York, NY , Dec. 29, 2020 (GLOBE NEWSWIRE) — International Display Advertising, Inc. (OTCPINK: IDAD) announced today its successful completion of a share exchange transaction with I.R Med Ltd., an Israeli company, pursuant to which I.R Med Ltd became a wholly-owned subsidiary of the Company. The combined entity will focus on the business of I.R Med, a development stage company currently focused on the development of Infra-Red (IR) and Artificial Intelligence (AI) technologies to address the diagnosis of common medical ailments. Initially, I.R Med’s technologies are designed to address the early detection of pressure injuries and the detection and diagnosis of ear infection, primarily in children.
The Company also announced today that it has consummated closing of a private placement with gross proceeds of approximately $2.2 million for the issuance and sale of 3,446,875 units of Company securities, where each unit is comprised of two shares of the Company’s common stock and one common stock purchase warrant for an additional share of common stock. The warrant is exercisable for a three year period at a per share exercise price of $0.64. The per unit purchase price is $0.64. Proceeds from the private placement will be used primarily to advance the combined company’s proprietary product portfolio and for general corporate purposes.
The Company issued to the former shareholders of IR Med 31,043,945 shares of common stock in exchange for the outstanding capital stock of I.R Med. The Company will also be issuing to the investors in the closing of the Private Placement 6,893,750 shares of common stock and three year warrants for the purchase of an aggregate of 3,446,875 additional shares of common stock. The Company has applied to the Financial Industry Regulatory Authority (FINRA) to have its corporate name changed to IR-Med, Inc.
“IR Med is developing a revolutionary diagnostic platform addressing some of the most common medical challenges, and I am honored to have been selected to lead the company” said Limor Davidson Mund, the Company’s newly appointed Chief Executive Officer. “While we will need to raise additional funds to realize our business plan, the Private Placement proceeds provides the capital to commence our business plan and further the development of our initial medical devices.”
Prior to her role as CEO, Ms. Davidson Mund served as CEO, COO and marketing executive in various medical and ICT startups, including Wiser Market, Perytons, OZ Recovery Technologies and Biomedicom. Ms. Davidson Mund holds B.A in Computer Science and Economics with honors and M.B.A with honors, both from Tel Aviv University.
“We are very excited about the completion of the reverse merger and securing the proceeds, which allows us to further develop I.R Med technology and bring it to the market” said Yoram Drucker, the Company President, “we are delighted to have Ms. Davidson Mund as our new CEO, she has very significant business and technology experience and the drive to help us turn our unique technology into successful products.”
Summary of Transaction
The Company consummated the private placement following the completion of the share exchange transaction, pursuant to which I.R Med Ltd. became a wholly-owned subsidiary of the Company.
In connection with the private placement, the Company has agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act of 1933, as amended, covering the resale of the shares of common stock issued in the private placement and the shares of common stock issuable upon exercise of the warrants issued in the private placement as well as certain of the shares issued in the share exchange. These securities have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.
Effective with the completion of the share exchange, the Board of Directors of the Company consists of Yoram Drucker, David Lazar, Oded Bashan, Ohad Bashan, Aharon Klein, Ron Mayron, and Yaniv Cohen.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About IR Med Ltd.
I.R Med Ltd is a development stage company currently focused on the development and application of Infra-Red (IR) and Artificial Intelligence (AI) technologies to address common medical ailments. Initially I.R Med’s technologies are designed to address the early detection of pressure injuries (PI) and the detection and diagnosis of ear infection, primarily in children. For more information visit http://www.ir-medical.com.
Forward Looking Statements
This press release contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, references to novel technologies and methods; our business and product development plans; or market information. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, our ability to raise the additional funding we will need to continue to pursue our business plan and product development plans; the inherent uncertainties associated with developing new products or technologies and operating as a development stage company; our ability to develop, complete clinical trials for, obtain approvals for and commercialize any of our product candidates; competition in the industry in which we operate and market conditions. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. The Company does not undertake any obligation to publicly update any forward looking statement. Neither the Company nor I.R MED are subject to the reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act of 1934 as amended.
Limor Davidson Mund