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NovelStem Announces Material Developments and Strategic Repositioning of the Company

MWN-AI** Summary

**NovelStem Strategic Repositioning and Developments: Summary**

On May 20, 2025, NovelStem International Corp. (OTC Pink: NSTM) announced crucial developments and a strategic shift aimed at increasing shareholder value. The company is actively pursuing a merger partner while simultaneously working to reduce its outstanding debt and enhance its financial position. Notably, NovelStem has successfully extinguished approximately $3.0 million in litigation funding debt through the sale of its 50% interest in the Netco Partners joint venture.

Following the liquidation of NewStem Ltd., in which NovelStem held a 29.5% stake, the rights to innovative stem-cell technology have reverted to Yissum, the technology transfer company of the Hebrew University of Jerusalem. While NewStem ceased operations due to funding issues, NovelStem retains the potential to benefit from future monetization of this intellectual property, with anticipated gains of up to $3.75 million, although the timing remains uncertain.

Chairman Jan Loeb emphasized the board's commitment to reposition NovelStem for growth. The company is exploring options to eliminate an additional $1.7 million in notes payable and convertible debt owed to shareholders and directors. This restructuring effort includes addressing a $650,000 derivative liability guarantee, which will further clean up NovelStem's balance sheet.

As of April 7, 2025, NovelStem had approximately 46.9 million shares outstanding, in addition to 9.4 million options and warrants. The company aims to merge with a promising enterprise across various sectors, reinforcing its focus on creating long-term shareholder value. Overall, NovelStem positions itself to capitalize on future opportunities, moving beyond past setbacks and actively seeking paths for financial and operational improvement.

MWN-AI** Analysis

NovelStem International Corp. (OTC Pink: NSTM) has recently embarked on a strategic repositioning, reflecting a proactive approach to enhancing shareholder value amidst challenges arising from its investment in NewStem Ltd. The company's announcement regarding its search for a merger partner, coupled with notable debt reduction initiatives, signals a potentially transformative period for NovelStem.

The extinguishment of approximately $3.0 million in litigation funding debt, funded by the sale of its Netco Partners joint venture interest, is a critical development that will alleviate financial stress and improve the balance sheet. This strategic maneuver eliminates a significant liability, providing the company with a clearer path toward future growth. Moreover, NovelStem is actively engaging in discussions to reduce another $1.7 million in notes payable, which could further strengthen its financial positioning.

While the liquidation of NewStem has been a setback, the potential recovery of up to $3.75 million from future monetization of its intellectual property could provide a financial lifeline, contingent on Yissum's success in commercializing the technology. Given Yissum's established track record in transforming university-based innovations into marketable products, there is cautious optimism regarding this prospect.

Investors should closely monitor the progress of NovelStem’s debt reduction efforts and any developments in its M&A process. The current lack of corporate debts and a solid backing from insiders—who own approximately 48% of shares—enhances management's incentive to generate shareholder returns.

However, as with any speculative investment, the inherent risks remain, particularly given the uncertainties surrounding the timing and realization of expected cash flows from the NewStem technology. Investors should assess their risk tolerance and consider the volatility associated with speculative stocks prior to any investment decisions. In conclusion, while NovelStem is positioning itself for potential growth, vigilance and prudent analysis are recommended for market participants considering an investment in NSTM.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

BOCA RATON, Fla., May 20, 2025 (GLOBE NEWSWIRE) -- NovelStem International Corp. (OTC Pink: NSTM ) today announced recent material developments and the Company’s new strategic focus on seeking a merger partner in an effort to create shareholder value. In support of this goal, NovelStem’s Board is initiating discussions with potential merger prospects and a simultaneous process to reduce outstanding debt and to enhance its cash position. Additionally, NovelStem announced the extinguishment of approximately $3.0M in litigation funding debt.

NewStem Update
In its 2024 Form 10-K, NovelStem disclosed, with respect to its 29.5% interest in NewStem Ltd., that due to insufficient funding, NewStem has ceased operations and has been liquidated. As a result, the technology and license held by NewStem for a novel stem-cell-based technology platform has reverted to the original licensee, Yissum, the technology transfer company of the Hebrew University of Jerusalem.

NovelStem expects to recover some value from its investment in NewStem through its right to share up to $3.75M of future monetization of the NewStem IP platform, however the timing and value of such realization is not certain. Yissum is currently pursuing monetization of the technology, and they have a long history of successfully commercializing innovations and intellectual property (IP) developed at the university.

Debt Reduction Progress
Effective May 19, 2025, NovelStem has fully extinguished the note payable and accrued interest totaling approximately $3.0M related to its litigation funding agreement with Omni Bridgeway. The debt extinguishment was achieved through the sale of NovelStem’s 50% interest in the Netco Partners joint venture to its partner C.P. Group, Inc. for an undisclosed amount, which proceeds were paid to Omni Bridgeway in exchange for a full release of NovelStem’s liability to Omni of approximately $3.0M.

NovelStem has commenced discussions seeking to substantially reduce or eliminate approximately $1.7M of notes payable and convertible debt to existing shareholders and related parties, including certain Directors and the Company’s Executive Chairman. There can be no assurances as to the timing or outcome of these discussions. Included in the $1.7M of debt is a note payable that allowed NovelStem to satisfy a $650,000 derivative liability guarantee, which will remove the $650,000 liability from the Company’s balance sheet.

NovelStem Chairman, Jan Loeb, commented, “We are hard at work at repositioning the Company for a new opportunity to create meaningful shareholder value following the liquidation of our NewStem investment. Directors and officers currently own approximately 48% of total shares outstanding, and we are optimistic regarding the value creation potential of this process.

“We have negotiated the potential to secure up to $3.75M in future payments from the monetization of the NewStem technology and are now seeking to enhance NovelStem’s financial position to make it more attractive to possible merger partners. In support of this goal, we were able to eliminate $3.0M in litigation debt via the sale of our joint venture interest in Netco Partners, and we satisfied a $650,000 derivative liability guarantee. We are now focused on the restructuring or elimination of the Company’s remaining liabilities. We will update investors on the progress of our debt reduction efforts as well as any material developments in our M&A process.”

NovelStem had 46,881,475 shares of common stock outstanding as of April 7, 2025. In addition, the Company has outstanding options and warrants to purchase 9.4M common shares at an average exercise price of $0.1347 per share.

About NovelStem International Corp. www.novelstem.com
NovelStem is a publicly traded SEC reporting company focused on merging with a compelling business, in a not yet determined industry, that offers substantial potential to create long term value for NovelStem shareholders.

About the NewStem Technology
The NewStem technology, the ownership of which has reverted to Yissum, is a bio-platform for genome-wide screenings based on patented Haploid human Embryonic Stem Cells (HhESCs) technology. Haploid cells are superior to other cells used for whole genome screenings and could improve and/or accelerate the development of biomarker-driven therapeutics and diagnostics. The NewStem technology has applications for the discovery and development of precision oncology drugs based on synthetic lethal interaction modality and for diagnostics of anti-cancer drug resistance. The NewStem technology is based on the research of Professor Nissim Benvenisty, Director of the Azrieli Center for Stem Cells and Genetic Research at the Hebrew University. The NewStem technology includes the intellectual property, reagents and experience required for HhESC isolation, differentiation, genetic manipulation, immunogenicity and tumorigenicity. NovelStem believes that Yissum will seek funding and/or license agreements aiming to monetize the NewStem technology, which process has the potential to generate payments and/or royalties of up to $3.75M to NovelStem.

NovelStem Investor Relations
Bill Jones and David Collins
Catalyst IR
(212) 924-9800
[email protected]


FAQ**

What specific criteria is NovelStem International Corp (NSTM) considering in selecting a suitable merger partner to create shareholder value post-NewStem liquidation?

NovelStem International Corp (NSTM) is considering strategic alignment, financial stability, market potential, technological compatibility, and the ability to enhance shareholder value as specific criteria for selecting a suitable merger partner post-NewStem liquidation.

How does NovelStem International Corp (NSTM) plan to enhance its financial position further, beyond the recent debt extinguishment, to attract potential merger partners?

NovelStem International Corp (NSTM) aims to enhance its financial position by focusing on innovation and strategic partnerships, optimizing operational efficiencies, and demonstrating consistent revenue growth to attract potential merger partners.

Can NovelStem International Corp (NSTM) provide insights on the expected timeline and strategy for monetizing the NewStem intellectual property through Yissum?

NovelStem International Corp (NSTM) has indicated that it aims to monetize the NewStem intellectual property through Yissum within a strategic timeline that focuses on leveraging partnerships and advances in development, though specific dates have yet to be disclosed.

What impact do the recent debt reduction efforts have on NovelStem International Corp (NSTM)'s ability to secure additional funding or investment during the merger discussions?

Recent debt reduction efforts by NovelStem International Corp (NSTM) may enhance its appeal to potential investors and lenders during merger discussions by improving its financial stability and creditworthiness, thereby facilitating the acquisition of additional funding.

**MWN-AI FAQ is based on asking OpenAI questions about NovelStem International Corp (OTC: NSTM).

NovelStem International Corp

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