Jack Nathan names co-founder Di Cesare as interim CEO

Executive Summary

• Jack Nathan Medical Corp. announced a CEO transition where outgoing CEO Mike Marchelletta is stepping down to lead a prospective investor syndicate evaluating a potential strategic transaction, while former COO Michael Di Cesare is appointed interim CEO and vice-chairman.
• The company reported significant balance sheet optimization, including the elimination of approximately $15 million in debt and the cancellation of approximately 140 million common shares previously issuable under legacy debenture financing arrangements.
• Outgoing CEO Mike Marchelletta entered into a four-month lock-up agreement covering 21 million common shares, temporarily assigned voting rights to the new interim CEO, and voluntarily deferred executive compensation to support the company's capital position.

Key Details

• Leadership Changes:
  • Mike Marchelletta stepped down as CEO and vice-chairman effective immediately.
  • Michael Di Cesare appointed as interim CEO and vice-chairman effective immediately.
• Strategic Investor Alignment:
  • Marchelletta will lead a prospective investor syndicate to evaluate a potential strategic transaction.
  • No assurance that any transaction will be completed; subject to customary conditions, documentation, and regulatory approvals.
• Governance and Lock-up Measures (Mike Marchelletta):
  • Entered a four-month lock-up agreement covering 21 million common shares.
  • No current intention to sell the locked-up shares.
  • Temporarily assigned voting rights associated with the 21 million shares to Michael Di Cesare as trustee for the duration of the lock-up.
  • Voluntary deferral of executive compensation, including previously disclosed deferred president's salary amounts, at zero interest.
• Financial Restructuring:
  • Elimination of approximately $15 million in debt.
  • Cancellation of approximately 140 million common shares previously issuable under legacy debenture financing arrangements.
• Company Background (Context):
  • Former operator of a large retail medical clinic network.
  • Restructured Canadian medical operations via asset sale to Well Health Technologies Corp. in December 2024.
  • Ceased operations in Walmart Mexico in June 2025.
  • Currently exploring new Reverse Takeover (RTO) and business opportunities.

Notable Quotes

• Mike Marchelletta (Outgoing CEO): "This transition reflects my continued confidence in the company's platform and long-term potential. By shifting into a strategic investor role, I believe we can unlock new pathways for capital, partnerships and growth that maximize value for all shareholders."
• Michael Di Cesare (Interim CEO): "I am focused on advancing the company through this next phase with discipline and momentum -- strengthening the balance sheet, progressing value-accretive strategic initiatives, and positioning the company for sustainable growth and renewed market engagement."