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#KABN North America Completes Reverse Takeover of Torino Power Systems

Posted by AGORACOM-JC at 5:51 PM on Thursday, June 4th, 2020
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  • Announced that its reverse take-over by KABN Systems North America Inc. has been completed.
  • RTO was approved by shareholders of the Company on March 31, 2020 and is a “fundamental change” for the Company within the meaning of applicable policies of the Canadian Securities Exchange

Toronto, Ontario–(June 4, 2020) – KABN Systems NA Holdings Corp. (formerly Torino Power Solutions Inc.) (CSE: TPS) (the “Company” or “Torino Power“) is pleased to announce that its reverse take-over (the “RTO“) by KABN Systems North America Inc. (“KABN North America“) has been completed. The RTO was approved by shareholders of the Company on March 31, 2020 and is a “fundamental change” for the Company within the meaning of applicable policies of the Canadian Securities Exchange.

In connection with the RTO, effective June 3, 2020 the Company changed its name to KABN Systems NA Holdings Corp. and consolidated its shares on a 10 for 1 basis (the “Consolidation“).

The RTO was structured as an amalgamation of KABN North America and a wholly-owned subsidiary of the Company whereby the shareholders of KABN North America received post-Consolidation common shares of the Company in exchange for their common shares of KABN North America (“KABN Shares“). In accordance with the terms of the RTO, the Company issued a total of 59,777,942 post-Consolidation common shares to the shareholders of KABN North America in exchange for all of the outstanding KABN Shares based on a share exchange ratio of one post-Consolidation common share of the Company for each KABN Share. As part of the RTO, the Company assumed the obligation to issue common shares on the exercise of 13,799,968 warrants of KABN North America, 4,350,000 KABN North America options, and under certain other agreements and instruments. Further details can be found in the Company’s listing statement that will be available on SEDAR.

The Company also announces that on June 1, 2020, KABN North America completed its second tranche of its private placement financing of units of KABN North America (the “Units“) in connection with the RTO for additional gross proceeds of approximately $1,231,600. Each Unit was priced at $0.15 CDN and consisted of (a) one common share in the share capital of KABN North America and (b) one-half (1/2) KABN North America common share purchase warrant, with each whole warrant having an exercise price of $0.20 for a period of 18 months from the date of issue. Aggregate gross proceeds of $2.2 million were raised by KABN North America in connection with the RTO.

Exchanges of Shares

Registered shareholders of the Company will receive a letter of transmittal from the Company’s transfer agent, Odyssey Trust Company, describing the process by which shareholders may obtain new certificates or DRS Advices representing their post-Consolidation common shares. Shares held in uncertificated form by shareholders through brokerage accounts will be converted through each shareholder’s brokerage account, and shareholders are not required to take any action to surrender for exchange common shares held in this way. Until surrendered, each certificate or DRS Advice representing common shares prior to the Consolidation will be deemed for all purposes to represent the number of whole common shares to which the holder thereof is entitled as a result of the Consolidation.

Notwithstanding the letter of transmittal for KABN North America shareholders referred to in the management information circular of the Company dated February 24, 2020, the Company has determined to distribute the post-Consolidation common shares to be issued in the RTO by way of a direct “push-out” from the Company’s transfer agent.

Outstanding Shares

Following the closing of the RTO, the Company has, assuming no rounding as a result of the Consolidation, a total of 65,750,240 common shares issued and outstanding, and has reserved for issuance 19,579,367 common shares issuable pursuant to warrants, incentive stock options and other agreements and instruments. Further details can be found in the Company’s listing statement that will be available on SEDAR.

An aggregate of 27,425,000 common shares and 662,500 warrants held by Principals of the Company are, to the extent required under National Policy 46-201, subject to escrow and such shares will be released from escrow as follows: ten percent (10%) of the escrowed shares will be released from escrow on the date of listing and an additional fifteen percent (15%) will be released every 6 months thereafter.

The Resulting Issuer

The Company is now operating through KABN North America, a Canadian FinTech company that specializes in continuous online Identity Verification, Identity Management and Monetization and is currently in development to launch a digital banking and financial services platform. It is developing a financial services platform in North America (the “KABN NA Platform“) that consists of:

  • KABN ID: a reusable, Always On, compliant, biometrically-based, identity verification and validation platform that forms the engine of the KABN Network.
  • LIQUID AVATAR: a digital image-based “wallet and keyring” platform that allows users to manage their digital identity.
  • KABN’s Visa Card: an approved prepaid Visa card that includes a Mobile Banking Wallet that supports both digital and traditional currencies.
  • KABN KASH: a robust loyalty and engagement platform with cashback and card-linked programs.

KABN North America is the exclusive licensee in Canada and the United States of America of the intellectual property (the “Licensed IP“) that is comprised in the KABN ID, KABN Card and KABN KASH programs. KABN North America’s key shareholders are KABN (Gibraltar) Limited and Crypto KABN Holdings Inc. of Vancouver, British Columbia, Canada, which are the licensors of the Licensed IP.

Liquid Avatar is a KABN (Gibraltar) Limited program and the terms of its use will be included as a new product under the current exclusive license with KABN North America.

Management and Board of the Resulting Issuer

As a result of the completion of the RTO the persons below are now directors and executive officers of the Resulting Issuer:

Benjamin Kessler – Director, Chief Executive Officer

Mr. Kessler has over 20 years of account management, business development, marketing and partnership experience in the financial services sector. Mr. Kessler is currently Chief Executive Officer and a director of KABN North America, as well as Chief Executive Officer of KABN (Gibraltar) Limited. Most recently, Mr. Kessler served as Managing Director, Payments Solution Group – Banc of California from January 2016 to 2017. Prior to that, Mr. Kessler served as Vice President, Global Account Management at Earthport North America TLC from 2013 to 2015. Mr. Kessler has also served as Vice President, Emerging Verticals at Mastercard Worldwide from 2006 to 2011. Mr. Kessler has a Bachelor of Arts degree from Brandeis University and a Master of Business Administration from the New York University Stern School of Management.

David Lucatch – Director, President

Mr. Lucatch has more than 30 years inventing technology and business solutions in the international marketing arena and over 20 years of that developing and taking to market internet and mobile based platforms. Mr. Lucatch has held senior management posts and directorships at both private and public media and technology firms and is currently President and a director of KABN North America. Mr. Lucatch has a Bachelor of Arts degree with a double major in commerce and economics from the University of Toronto.

Bryan Loree – Chief Financial Officer

Mr. Loree is currently the Chief Financial Officer of the Company. Mr. Loree holds a Certified Management Accountant designation, a Financial Management Diploma from the British Columbia Institute of Technology, and a BA from Simon Fraser University. Mr. Loree has held various senior accounting roles for public and private companies in various industries including, renewable energy, exploration, and construction.

Michael Konikoff – Chief Revenue Officer

Mr. Konikoff has over 25 years of marketing, loyalty and partnerships experience. Prior to his position with KABN as Chief Revenue Officer, Mr. Konikoff held such positions as Head of Marketing for the Toronto Parking Authority, Vice President of Strategic Partnerships at Engage People and Senior Vice President at Fairlane Group.

Lynn Cumiskey – Chief Compliance Officer

Ms. Cumiskey is Chief Compliance Officer for both KABN Systems NA Holdings Corp. and KABN (Gibraltar) Limited. Ms. Cumiskey has an extensive background working in the technology arena with securities and corporate counsel, auditors, regulators and investment brokers and dealers, having previously held positions in both public and private firms (Canada / US / Europe) over a 20+ year career, most recently as a Vice President of Corporate Operations for an Artificial Intelligence based language translation company.

Houssam (Sam) Kawtharani – Director

Mr. Kawtharani is a director of KABN North America and the co-founder of Corl Financial Technologies Inc., a fintech that offers data-driven growth capital to startups. Prior to co-founding Corl Financial Technologies Inc. Mr. Kawtharani was the Head of Product at IOU Financial Inc., a publicly-listed online lender (TSX:IOU), where he supported the company in originating over $500 million in loans across the United States of America and Canada through continuous product development and innovation Mr. Kawtharani is also the founder and director of Sam Kay Consultancy Inc. o/a FinBlox Labs, a fintech and blockchain advisory services firm for startups, enterprises and financial institutions. Mr. Kawtharani is also currently an advisor at KABN, AuBit International, EzyStayz Holiday Rentals Pty Ltd., OmniPsarx PBC and Trusted Inc. Holdings Limited. Mr. Kawtharani has a Bachelor of Science in computer science and business administration from the American University of Beirut and a Masters in Engineering from Concordia University.

J. Patrick Mesina – Director

Mr. Mesina is currently a director of the Company, KABN North America and Cortland Credit Group Inc., as well as a director and audit committee member of TSX Venture Exchange-listed Brockton Ventures Inc. Mr. Mesina presently works as a director with a Canadian based institutional investment firm, Cortland Credit Group Inc. Mr. Mesina had served as Vice President with a Toronto based institutional investment firm AIP Private Capital Inc. from March 2012 to September 2017. Since September 2017 he has been a consultant for several companies, including Vive Crop Protection Inc. and Northern Lights Partners Inc. Mr. Mesina has an Honours Bachelor of Arts degree in economics and political science from the University of Toronto.

Ravinder Mlait – Director

Mr. Mlait has served as director of the Company since February 2015 and Chief Executive Officer of the Company since December 2015. From December 2013 to present, Mr. Mlait has served as Chief Executive Officer of Cannabix Technologies Inc., an early stage technology company listed on the CSE. Mr. Mlait has served as director and officer of Brockton Ventures Inc., a capital pool company listed on the TSX Venture Exchange since February 22, 2018. From June 2010 to present, Mr. Mlait has served as Chief Executive Officer and President of Rockland Minerals Corp., a mineral exploration company listed on the TSX Venture Exchange. Mr. Mlait obtained a Bachelor of Arts degree (Economics) from Simon Fraser University in 1999 and obtained his Masters of Business Administration from Royal Roads University in Victoria, British Columbia in 2010.

Re-Commencement of Trading

Trading in the Company’s shares was halted until all the requirements of the CSE have been met and the resumption of trading is approved by the CSE. The Company has delivered materials to the CSE. The Company expects that its common shares will resume trading on a post-Consolidation basis on the CSE under the symbol “KABN” on or before June 10, 2020.

For further information, please contact:

Benjamin Kessler
Chief Executive Officer
647-725-7742 Ext. 700

[email protected]

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities under the KABN Financing in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the ability of the combined company to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

Not for distribution to United States newswire services or for release publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

Overstock CEO: Why Immunity Passports Could Move #Blockchain Tech Mainstream – SPONSOR: #KABN Systems North America Inc.

Posted by AGORACOM-JC at 9:24 AM on Friday, May 22nd, 2020

SPONSOR: KABN Systems North America Inc. A Fintech platform focused on Verifying, Managing & Monetizing Online Identity. Immunity passports based on Blockchain technology? Why not for this and other matters. Liquid Avatar will make it easier to carry all kind of digital credentials, whether it’s a digital travel or immunity passport and a whole lot more with added biometric, blockchain and other multi-factor verification.

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Overstock CEO: Why Immunity Passports Could Move Blockchain Tech Mainstream


In the early days of enforced social distancing measures, there was a presiding confidence that any economic disruption would be temporary and fairly short.

Analysts were nearly universally predicting a “V-shaped” U.S. recovery — a fast drop with a quick stop, then a rapid reset back to normal. End-to-end, things would recover by 2020’s end.

But things are looking far less certain now in that regard. While some experts are predicting a quick reset, a rising chorus of voices is noting that the slowdown might extend for some time still to come.

Still, PYMNTs’ surveys have found that consumers are eight times more afraid of dying from COVID-19 than they’re worried about losing their jobs or their nest eggs. As a result, many will need quite a bit of persuading when it comes to getting back out into the real world.

They must believe that the rewards of real-world commerce are worth the frictions and the risk to health — outweighing what they’ll receive if they eschew a physical experience for the digital ones they’ve become accustomed to over the past two months.

It’s a tall order, Overstock CEO Jonathan Johnson told Karen Webster in a recent digital discussion, but the power of blockchain can be critical in addressing it. He said he envisions using blockchain to create private, consumer-controlled “immunity passports” that will make it easier for customers and businesses to feel comfortable in a real-world environment.

That’s why Overstock’s investment arm Medici Ventures has turned toward firms like Evernym and Vital Chain. These startups are leveraging blockchain technology to create app-based solutions that will let individuals download and control their health records and selectively share them with businesses, industries and health organizations.

Johnson noted that when we think about what it will really take for the average consumer to feel safe sitting on an airplane, in a restaurant or at a store, it’s the knowledge that everyone around them is uninfected with coronavirus.

“I think the solution we are investing in developing is solving a problem that people are going to want solved,” he said. “An immunity passport is what that is going to look like for a lot of industries. If I can prove that I’ve got the antibodies or have steered clear of infection entirely, and I can show that on an immunity passport, that’s pretty powerful.”

Or at least it could be, in terms of providing a reentry plan for consumers and businesses that balances people’s need for privacy with their need to feel safe and confident interacting with the physical world. But, Johnson noted, the first challenge is adoption.

Leading People To Try A New Thing

Webster asked about the immunity passports being developed from blockchain compared to immunity-passport app usage being enforced by the Chinese government, and whether they are designed to function in a similar way.

“Well, I don’t ever want to say we’re similar to China,” Jackson noted, saying what mainly differentiates the immunity passport Overstock is investing in from the Chinese QR code-based option is choice.

The consumer chooses to access their health record via a blockchain transaction, then chooses which businesses they wish to share information with, he said.

What will likely push adoption is that some businesses have an incentive to use this technology — and require a submission of a clean immunity passport.

“If you are the Cleveland Indians or the Browns or Cavaliers, your biggest interest right now is getting people back into the seats and watching games in their stadium,” Johnson said. “That creates their incentive to require these.”

As for consumers, their motivation for adoption is pretty simple: They’ll want to go to a ball game, fly on a plane or eat in a restaurant and will have to participate to do so.

Will This Be Blockchain’s Time To Shine?

There’s a tendency when looking at decade-old blockchain technology to wonder why something billed as a “world-changing” innovation hasn’t had a bigger impact so far.

Johnson agreed that blockchain has been underutilized thus far, but he said he doesn’t believe that’s necessarily a reflection on the technology itself. He said Overstock continues to believe blockchain is “the most important advance since the invention of the internet.”

The trouble, he said, is blockchain tends to get mixed up with its first killer-use case — cryptocurrency.

As a transactional technology, cryptocurrency has uses that Overstock has seen on its retail site, Johnson said. To buy something via traditional means, customers have to cough up a lot of information about themselves — names, email addresses, credit card numbers, the extra security code and their shipping and billing addresses.

But when they buy with bitcoin, they only need to hand over a single piece of information — a shipping address. The use of blockchain technology creates a self -sovereign identity that imports directly into the transaction and allows for smoother and simpler authentication.

The trouble, Johnson noted, is bitcoin as a use case has speed issues in terms of timing transactions properly.

“I don’t think it is quite immediate enough for payments in some cases,” he said. “It’s tough when I’m in a 7-Eleven and I have to wait for the bitcoin blockchain to confirm the sale. That is not going to work for most people.”

But a solution that allows consumers and businesses to feel more comfortable returning to physical transactions will. And blockchain’s unique mechanism of securely transferring information in an unalterable way makes it ideally suited for building immunity passports — even if those using them have no idea that they’re working with blockchain.

In fact, Johnson said he advises the firms in which Overstock invests to stay away from mentioning blockchain technology too much because that will get them into a bunch of tangential conversations about cryptocurrency.

“I have worked for an internet company for a long time, [and] I have no idea how my phone works, but I know the apps, and I know how I like to use it, and I know the solutions it is offering me to the problems I need solved,” Johnson said. “I advise companies to talk about the problem [they’re addressing] and how the app solves it. The fact that it is on blockchain and that is why the solution works, that is less important.”