September 03, 2020 International Display Advertising, Inc and ir Med Ltd Agree to Securities Exchange Agreement – GlobeNewswire

New York, NY, Sept. 03, 2020 (GLOBE NEWSWIRE) — International Display Advertising, Inc. (OTCPINK: IDAD) announced today that it has entered into a Securities Exchange Agreement with IR Med Ltd., an Israeli company (“IR Med”) and the shareholders of IR Med pursuant to which IR Med would become a wholly owned subsidiary of IR Med, and the shareholders of IR Med would receive an aggregate of 31,043,945 shares of common stock of IDAD. The transaction is subject to closing conditions, including obtaining a tax ruling from the Israeli tax authorities and the closing of a private placement with net proceeds to IDAD of between approximately $1.8 million and $5 million. The holdings of the IR Med shareholders following the transaction will be between approximately 50% and 61% of the issued and outstanding share capital of IDAD, depending on the proceeds of the private placement.

IR Med is a privately held medical device company that designs and develops devices utilizing spectrographic analysis of Infra-Red light for non-invasive detection of pressure injuries and diagnosis of ear infections, particularly in children. IR MED is headquartered in Rosh Pina, Israel. The merged entity will focus on further development and commercialization of the products. Its strategy will include continued R&D investment and new initiatives in sales and marketing. Concurrently with the closing of the transaction, the Company intends to apply to FINRA to change its corporate name to IR Med Inc. and to obtain a new trading symbol.

Yoram Drucker, IDAD’s President and CEO, said, “I am delighted that we have executed the securities exchange agreement. This allows us to focus on closing the merger and executing the business plan that we have been working on collaboratively with IR Med.” 

Aharon Klein, IR-Med’s founder said, “We took the strategic decision to access the public markets as we believe that this transaction with IDAD will provide us with greater exposure to potential  customers, potential investors and additional opportunities. We believe that executing the business plan will result in significant growth for the post-merger company.”

Legal Notice Regarding Forward-Looking Statements

This release includes forward-looking statements. Such statements involve risks and uncertainties which could cause actual results to differ materially from those set forth herein.  No statement herein should be considered an offer or a solicitation of an offer for the purchase or sale of any securities. Although IDAD believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, unanticipated losses, financial condition and stock price, inability to carry out research, development and commercialization plans and other specific risks. IDAD does not undertake any obligation to publicly update any forward looking statement. Neither IDAD nor IR MED are subject to the reporting requirements of the Securities and Exchange Commission under the Securities and Exchange Act of 1934 as amended.