Toronto, Ontario--(Newsfile Corp. - March 4, 2025) - AnalytixInsight Inc. (TSXV: ALY) (OTC Pink: ATIXF) ("AnalytixInsight", or the "Company"), Polymath Research Inc. ("Polymath"), a private Canadian digital technology company, and 16737803 Canada Inc., a subsidiary of the Company ("Subco") are pleased to announce they have entered into an amalgamation agreement (the "Agreement") dated March 3, 2025, pursuant to which Polymath and Subco will amalgamate (such amalgamated entity to be referred to as "Amalco") which will result in a reverse takeover of the Company by Polymath (the "Transaction"). Following completion of the Transaction, AnalytixInsight and Polymath, as its new wholly-owned subsidiary (referred to on a consolidated basis as the "Resulting Issuer") will continue to carry on the business of both Polymath and AnalytixInsight. Closing of the Transaction is conditional on, among other things, the TSX Venture Exchange (the "TSXV") approving the listing of the common shares of the Resulting Issuer ("Resulting Issuer Shares"), completion of a private placement (the "Concurrent Financing"), initially anticipated to consist of an issuance of subscription receipts (the "Subscription Receipts") for minimum gross proceeds of $14.5 million, or any such amount mutually agreed upon between Polymath and Research Capital Corporation (the "Agent"), with additional terms to be determined pursuant to the Agency Agreement (defined below), subject to the approval of the TSXV, the Debt Settlement (defined below) and other customary conditions. The Resulting Issuer will change its name to "Polymath Network Inc." or a similar name, and the Resulting Issuer Shares will be listed for trading on the TSXV.
Under the terms of the Agreement, the Transaction will be completed by way of a three cornered amalgamation whereby, among other things: (a) Subco will amalgamate with Polymath pursuant to the provisions of the Canada Business Corporations Act to form Amalco; (b) all of the outstanding common shares of Polymath ("Polymath Shares") will be cancelled, and in consideration therefore, holders thereof will receive Resulting Issuer Shares on the basis of 4.292 Resulting Issuer Shares for every one Polymath Share (the "Exchange Ratio"); (c) each common share of the Company held by Polymath shall be cancelled for no additional consideration; (d) each option to purchase Polymath Shares ("Polymath Options") will be cancelled and replaced by an option ("Replacement Options") to purchase 4.292 Resulting Issuer Shares at an exercise price adjusted as appropriate by the Exchange Ratio, (e) Amalco shall issue to the Resulting Issuer one common share of Amalco for each Resulting Issuer Share issued by the Resulting Issuer to the holders of Polymath Shares; (f) Amalco will become a wholly-owned subsidiary of the Resulting Issuer; and (g) Resulting Issuer Shares shall be issued at the issue price set out in the Agreement to settle arms-length consultants of the Company in the aggregate amount of $294,381 (the "Debt Settlement").
Vince Kadar, the Chief Executive Officer of Polymath, stated, "As a publicly traded company, Polymath Network Inc. will enable asset transformation through security tokenization, unlocking opportunities for value creation and scaling technology to meet the growing demand for blockchain-powered financial solutions. This milestone positions us to accelerate innovation, drive sustained growth, and unlock value for our customers, investors, partners, and the broader market."
Natalie Hirsch, interim Chief Executive Officer of AnalytixInsight, stated, "This transaction marks the beginning of an exciting new chapter for AnalytixInsight. By combining our expertise in AI-driven financial analytics with Polymath's blockchain innovation, we are creating Polymath Network Inc.- to lead the next generation of capital markets technology. Together, we are well-positioned to drive innovation, enhance market efficiencies, and unlock opportunities in the digital asset space."
General Information on AnalytixInsight and Polymath
AnalytixInsight is a data analytics and enterprise software solutions provider. AnalytixInsight develops and markets cloud-based platforms providing financial content, company analysis and stock research solutions to the financial services industry. AnalytixInsight holds a 49% interest in MarketWall S.R.L. ("MarketWall"), a developer of fintech solutions for financial institutions in Italy.
Polymath, a company incorporated under the Canada Business Corporations Act, has a rich history of building a robust capital markets ecosystem where stakeholders interact seamlessly and securely to create and manage digital securities. Polymath simplifies the process of creating, issuing, and managing security tokens on the blockchain. Through TokenStudio, a self-service dApp built on a layer-1 blockchain, over 200 security tokens have been issued, ranging from $2.5 billion in real estate facilitated by a U.S.-based investment platform to corporate loans, startup equity, revenue-sharing agreements, and more.
Since 2022, and leveraging Polymath's deep knowledge of blockchain and capital markets, Polymath's focus has been on developing and delivering its flagship white-label product, Polymath Capital, a fully integrated security token platform for the capital markets industry. Designed for private markets, this end-to-end white-label solution enables asset issuers and companies to tokenize and fractionalize real-world assets efficiently. Polymath Capital builds on Polymath's legacy of technical innovation, offering unparalleled expertise in fintech and decentralized finance (DeFi).
Polymath generates revenue through staking, professional services, and software licensing, with a primary focus on licensing its technology to the capital markets industry. Key products and services driving current and future growth include:
- Polymath Capital: A fully integrated security token platform for the capital markets industry.
- Subsidizer: Eliminates the need for enterprise and institutional customers to acquire cryptocurrency on their balance sheet for blockchain transaction gas fees while at the same time utilizing and leveraging Polymath's treasury.
- Node-as-a-Service: Managing and operating blockchain nodes on behalf of institutions, simplifying blockchain network access and reducing technical barriers.
- TokenStudio 2.0: A self-service dApp built on the Polymesh layer-1 blockchain.
- Professional Services: Providing professional services to customers for the setup, maintenance, and support of Polymath platforms as well as development and employment services to the Polymesh Association.
- Staking: Staking is not a service offering provided to third-parties, but is a revenue stream that monetizes treasury assets and offsets investments in core software products and service offerings.
The Resulting Issuer will be focused on unlocking strategic product, asset, and market footprint value. The Resulting Issuer will explore expanding its products and offerings, such as:
- CapitalCube Investment and Integration: Expanding the capabilities of the AnalytixInsight product to include cryptocurrency datasets as well as expanding it's machine-learning and artificial-intelligence capabilities.
- Regulated Token Issuance: Leverage AnalytixInsight's subsidiaries to provide a compliant framework for securities-related services, including security token issuance and trading.
- European Market Access: Utilize AnalytixInsight's subsidiaries dealer registration to expand client reach into the EU market.
- Enhanced Strategic Position: Strengthen partnerships and reputation as a leader in compliant securities tokenization within Europe.
With its proven expertise, innovative approach, and a focus on compliant, cutting-edge solutions, the Resulting Issuer is poised to lead the transformation of capital markets. By enabling businesses to harness the potential of blockchain and tokenization, the Resulting Issuer will drive a new era of efficiency, accessibility, and innovation in decentralized finance.
Select Polymath financial highlights for the quarter ended September 30, 2024 (unaudited) are set out below:
| As at September 30, 2024(1) | |||
| Current assets | $ | 14,134,019 | |
| Total Assets | $ | 52,089,529 | |
| Current liabilities | $ | 440,094 | |
| Total liabilities | $ | 440,094 | |
| Revenue | $ | 6,477,190 | |
| Net income (loss) | $ | 7,336,540 | |
(1) Select financial information noted above is unaudited and subject to change.
General Information Regarding the Agreement and Consolidation
In connection with the Transaction, AnalytixInsight is proposing to consolidate (the "Consolidation") its common shares on the basis of twenty-five (25) issued pre-Consolidation common shares into one (1) new post-Consolidation common share. No fractional common shares will be issued and any fractional common shares will be rounded down to the nearest lower whole share. The Consolidation is subject to the approval of the shareholders of AnalytixInsight and the TSXV. After giving effect to the Consolidation, AnalytixInsight will have approximately 4.4 million common shares issued and outstanding (on the basis of a 25:1 Consolidation ratio).
As part of the Transaction each issued and outstanding Polymath Share held by Polymath's shareholders will be acquired by AnalytixInsight, each Polymath shareholder will receive 4.292 Resulting Issuer Shares for each Polymath Share held, each outstanding Polymath Option shall be exchanged for 4.292 Replacement Options at an exercise price adjusted as appropriate by the Exchange Ratio, and each common share of the Company held by Polymath will be cancelled. Approximately 0.3 million Resulting Issuer Shares are expected to be issued in connection with the Debt Settlement.
Upon completion of the Transaction, it is expected that the shareholders of AnalytixInsight will hold approximately 6.5%, the shareholders of Polymath will hold approximately 71.4%, participants in the Debt Settlement will hold approximately 0.4% and participants in the Concurrent Financing (described below) will hold approximately 21.6% of the total outstanding Resulting Issuer Shares.
AnalytixInsight currently has approximately 121.4 million common shares issued and outstanding (prior to the Consolidation, as described below) and will cancel 12 million of its common shares under the Transaction. Polymath has approximately 10 million Polymath Shares issued and outstanding and expects to issue approximately 1.2 million Polymath Shares immediately prior to closing of the Transaction, subject to the cashless exercise of certain Polymath Options.
The Transaction, as described above, constitutes an Arm's Length Transaction (as defined in the policies of the TSXV) and under applicable securities regulations. Other than as described below, no Promoter (as defined in applicable securities laws), officer, director, Insider (as defined in applicable securities laws) or control person of AnalytixInsight has any direct or indirect beneficial interest in Polymath. Polymath, Vincent Kadar and Natalie Hirsch are each Non-Arm's Length Parties (as defined in the policies of the TSXV) to AnalytixInsight. Mr. Kadar and Ms. Hirsch are Insiders of both AnalytixInsight and Polymath. Mr. Kadar is the Chairman of the board of directors of AnalytixInsight and is a director and Chief Executive Officer of Polymath, and as such AnalytixInsight created a special committee of the board to consider the Transaction. Ms. Hirsch is Interim President and Chief Executive Officer of AnalytixInsight and Chief Financial Officer of Polymath.
Loan To AnalytixInsight
Polymath has agreed to loan AnalytixInsight the sum of $380,000 (the "Loan") pursuant to a loan agreement entered into between Polymath and AnalytixInsight dated March 3, 2025 (the "Loan Agreement"). The Loan will be used by AnalytixInsight for costs associated with the Transaction (including legal, administrative and accounting costs), settling certain current liabilities and other general corporate purposes.
The Loan Agreement bears interest at an annual rate equivalent to the Royal Bank of Canada's published prime rate plus one percent (1.00%) per annum. The Loan is repayable upon demand and can be cancelled and terminated by Polymath at any time and for any reason. The Loan shall be repaid in full on the earlier of (i) demand by Polymath; and (ii) March 3, 2026 (the "Maturity Date"). AnalytixInsight has the right to prepay the Loan prior to the Maturity Date without penalty.
The Loan is secured by a general security agreement over all of the present and after acquired assets of AnalytixInsight.
Concurrent Financing
As part of the Transaction, Polymath has engaged the Agent as its financial advisor, lead agent and sole bookrunner, with the intention to organize and complete the Concurrent Financing, currently anticipated to consist of an issuance of Subscription Receipts for minimum gross proceeds of $14.5 million, or any such amount mutually agreed upon between Polymath and the Agent, provided such Concurrent Financing will represent at least 20% of the issued and outstanding Post-Consolidation ALY Shares upon completion of the Transaction and the Concurrent Financing, with additional terms to be determined pursuant to an agreement between Polymath and the Agent (the "Agency Agreement"), subject to the approval of the TSXV. The Subscription Receipts are currently anticipated to be issued by Polymath. Purchasers of the Subscription Receipts will ultimately, as a result of the Transaction, receive Resulting Issuer Shares, following the satisfaction of certain specified escrow release conditions attached to the Subscription Receipts. The final structure, issue price, and terms of the Concurrent Offering will be determined in the context of the market, subject to the mutual agreement of Polymath and the Agent, and subject to the approval of the TSXV. Upon completion of the Concurrent Financing, the Agent will receive a cash commission of 8.0% of the aggregate proceeds of the Concurrent Financing (such commission reduced to 3.0% of the gross proceeds from purchasers on a president's list of up to $5.0 million provided by Polymath (the "President's List")). Polymath will issue broker warrants of Polymath equal to 8.0% of the securities issued pursuant to the Concurrent Financing (such percentage reduced to 3.0% of the total number of securities issued under the President's List). In addition, Polymath will pay an advisory fee equal to $250,000, plus applicable sales taxes, payable upon completion of the Concurrent Financing by way of issuing securities of Polymath at a deemed price and structure equivalent to the terms of the Concurrent Financing, plus all applicable taxes thereon payable in cash. Subject to the completion of the Concurrent Financing, the Agent has right of first refusal to provide financial advisory services for a 15 month period following the closing of the Concurrent Financing.
The proceeds of the Concurrent Financing, assuming the satisfaction of the escrow release conditions, will be used by the Resulting Issuer for (i) building a security token exchange platform, which will involve partnering with regulated and licensed entities to develop token exchange platforms for key markets; and (ii) growth through acquisitions, to target companies in the TradFi space to transition their solutions to a Web3 foundation and create an end-to-end unified platform. Additional details relating to the Concurrent Financing will be included in a subsequent news release.
Share Capital of the Resulting Issuer
Assuming completion of the Concurrent Financing as described above, 67 million Resulting Issuer Shares (which will consist of 47.9 million Resulting Issuer Shares issued to former holders of Polymath Shares, 4.4 million Resulting Issuer Shares held by AnalytixInsight shareholders, 14.5 million Resulting Issuer Shares issued pursuant to the Concurrent Financing assuming gross proceeds of $14.5 million, and 0.3 million Resulting Issuer Shares issued pursuant to the Debt Settlement) would be outstanding after giving effect to the Transaction, subject to the approval of the TSXV.
Sponsorship
Sponsorship of the Transaction may be required by the TSXV unless an exemption or waiver from this requirement can be obtained in accordance with the policies of the TSXV. AnalytixInsight intends to apply for a waiver of the sponsorship requirement. There is no assurance that a waiver from this requirement can or will be obtained.
Halt of Trading of Common Shares of AnalytixInsight
The common shares of AnalytixInsight are currently halted from trading and the trading of common shares of AnalytixInsight is expected to remain halted pending completion of the Transaction.
Additional Information
Completion of the Transaction is subject to a number of conditions including, but not limited to, closing conditions customary to transactions of the nature of the Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Transaction, TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Transaction will be completed as proposed or at all. The Transaction and related transactions are subject to the satisfaction or, where permitted, waiver of certain additional conditions precedent, including, but not limited to the completion of the Concurrent Financing. There is no guarantee that these conditions will be met at all or before the termination date of July 31, 2025.
A management information circular is expected to be mailed to shareholders of AnalytixInsight in connection with its shareholder meetings to approve the Transaction and transactions contemplated in connection with the Transaction. Additional information regarding the details of the Transaction and such transactions will be included in such management information circular. Investors are cautioned that, except as disclosed in the management information circular prepared in connection with 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 AnalytixInsight should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
The common shares of AnalytixInsight have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
Resulting Issuer Board of Directors:
It is anticipated that following the completion of the Transaction, the following will be the directors and executive officers of the Resulting Issuer:
Vincent Kadar: Chief Executive Officer and Director
Mr. Kadar has been the Chief Executive Officer of Polymath Research Inc., a security tokenization software company, since October 2021. Prior to his position at Polymath, Mr. Kadar spent 12 years as Chief Executive Officer of Telepin Software Systems Inc. (acquired by Constellation Software Inc. (TSX: CSU) in 2017), a fintech software company providing digital wallet and payments platforms for developed and emerging markets globally. Mr. Kadar currently sits on the board of AnalytixInsight.
David Hackett: Director
Mr. Hackett brings more than 20 years of financial and management leadership. He has overseen the growth of a number of start-up companies, including dealing with operations, technology, regulatory reporting (in Canada and the United States of America), corporate governance, public financing (in Canada and the United States of America) and mergers and acquisitions activity. Mr. Hackett is a Certified Public Accountant and Charted Accountant, and holds a Masters of Business Administration from the Richard Ivey School of Business at the Western University. Mr. Hackett currently sits on the board of Ayurcann Holding Corp., a public company listed on the Canadian Securities Exchange.
Deven Soni: Director
Mr. Soni is a seasoned executive and investor with a background in private equity and technology investment currently serving as Chairman & CEO of Matador Technologies Inc. He worked at Goldman Sachs and Highland Capital Partners as a technology investor before moving into the blockchain space in 2016. He was the founding COO of Polymath a digital asset business and also served as the founding COO of Tokens.com, a publicly traded blockchain infrastructure business.
Natalie Hirsch: Chief Financial Officer and Corporate Secretary
Ms. Hirsch is the interim President and Chief Executive Officer for AnalytixInsight, and was the former Chief Operating Officer. She also currently sits on the board of the Italian-based fintech company MarketWall of which AnalytixInsight owns 49%.
Natalie was formerly Vice President of Operations for Coinsquare Ltd., one of Canada's largest crypto trading platforms. Ms. Hirsch is an experienced leader in operations management, cross-functional software implementation, broker dealer regulatory requirements, client onboarding, and crypto trading. A certified CPA and PMP. Natalie holds an MBA with honors from the Recanati School of Business in Tel Aviv and a Master of Management & Professional Accounting from the Rotman School of Management in Toronto.
Other Insiders or Principals of the Resulting Issuer
Mr. Trevor Koverko, a resident of Canada, through TDK Cashflow Ltd. ("TDK"), a company existing under the Business Corporations Act (Ontario) and wholly-owned by Mr. Koverko, may each be considered to be a Promoter of the Resulting Issuer. As of the date hereof, Mr. Koverko owns, controls and directs through TDK 10 million Polymath Shares, and does not hold any additional Polymath Shares. Immediately prior to the Transaction, TDK has agreed to transfer 0.6 million shares via private agreements, and therefore TDK expects to own 84.5% of all outstanding Polymath Shares expected to be issued immediately prior to closing of the Transaction, and is expected to own, control or direct, directly or indirectly 40.5 million Resulting Issuer Shares constituting 60.3% of the total Resulting Issuer Shares upon completion of the Transaction.
Contacts:
Polymath Research Inc.
Vince Kadar
CEO
vince@polymath.network
Tel: 416-915-3185
AnalytixInsight Inc.
Natalie Hirsch
Interim CEO
natalie.hirsch@analytixinsight.com
Tel: 647-955-2933
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.
Notice on Forward-Looking Statements:
This release includes forward-looking information or forward-looking statements within the meaning of Canadian securities laws, the 1933 Act, the U.S. Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995 regarding AnalytixInsight, Polymath and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals, expectations with respect to Polymath business plans, objectives and, product lines, the timeline for AnalytixInsight's common shares to resume trading, and statements regarding the Concurrent Financing, the Consolidation, the Loan Agreement (including but not limited to the use of proceeds thereof), the cashless exercise of Polymath Options, the transfer of TDK's Polymath Shares and the Debt Settlement.
Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties, many of which are beyond the control of AnalytixInsight and Polymath, and cannot be predicted or quantified, including risks related to: the state of the economy in general and capital markets in particular; the ability to manage operating expenses, which may adversely affect the Company's financial condition; the ability to remain competitive as other better financed competitors; volatility in the trading price of the common shares of the Company; the demand and pricing of cryptocurrency assets held by the Company or Polymath; the Company's ability to successfully define, design and release new products in a timely manner that meet customers' needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; and other factors, many of which are beyond the control of the Company.
Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, the Concurrent Financing (and the proposed terms upon which the Transaction, the Concurrent Financing are proposed to be completed), the Consolidation, the Loan Agreement, the cashless exercise of Polymath Options, the transfer of TDK's Polymath Shares, the Debt Settlement the ability to secure shareholder and regulatory approval, and the success of future product advancements, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding market conditions, economic factors, management's ability to complete the Transaction and related matters as expected or at all, management's ability to manage and to operate the business of the Resulting Issuer, and the equity markets generally. Although AnalytixInsight and Polymath have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither AnalytixInsight nor Polymath undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Not for Distribution to U.S. 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/243290
SOURCE: AnalytixInsight Inc.
