Shareholders Approve All Measures
Review Of Manufacturing, Engineering, Regulatory, Clinical Trials, FDA Continues
VANCOUVER, BC / February 19, 2020 / / CVR Medical Corp. (CVM.V) (TSXV: CVM) (OTCQB: CRRVF) (“CVR Medical” or the “Company” or “we” or “us” or “our“) a Canadian listed and US based healthcare company in the medical device sector announces the results of the Company’s Annual General and Special meeting (the “Meeting“) of the shareholders, held on February 13, 2020. All of the matters to be voted on at the Meeting were approved by a majority of shareholders. There were 80,922,820 shares voted, representing 64.03% of the total shares outstanding. The percentage of votes cast in favor of each matter are as follows:
- Number of Directors – 57.40%
- Dallas Hack, M.D. as Director – 99.61%
- Paul Blunden, M.D. as Director – 99.95%
- Phil Bendick, Ph.D. as Director – 99.95%
- Appointment of Auditors – 57.46%
- Re-Approve Stock Option Plan – 96.50%
- Other Business – 95.85%
CVR Global Inc. (“Global“), as well as a limited number of other shareholders, voted against setting the number of directors at three. In addition, Global and other shareholders withheld their votes in regards to the appointment of Dale Matheson Carr-Hilton Labonte. As previously announced, Global’s interests are not necessarily aligned with the Company as we continue to negotiate a restructuring agreement (the “Proposed Restructuring“) with Global. The Company announces the appointment of Dr. Phil Bendick to our Board of Directors. Dr. Bendick adds unsurpassed subject matter expertise to the Board of Directors of CVR Medical. His biography can be found on our website.
Having completed the Meeting and appointing a third Director, the Company is now in compliance with certain corporate and securities law requirements. Additionally, the Company is pleased to provide the following updates:
- In the ongoing course of applying for reinstatement of trading, the TSX Venture Exchange (the “Exchange“) identified certain corporate governance and financial issues relating to, but not limited to, the 2018 Audit and Annual Report filed on SEDAR. On December 14, 2019, CVR Medical received another letter from the TSX Venture Exchange (the “Exchange“) which identified additional concerns primarily pertaining to certain past governance issues, conflicts of interest and related party issues and the common control and ownership between CVR Medical and Global. This comes on the heels of the meeting attended by our CEO Dallas Hack and his advisors that was held last year in an attempt to gain a better understanding of the ongoing areas of concern. On February 13, 2020, CVR Medical received the latest communication from the Exchange, with further questions about corporate governance. The Company continues to have ongoing constructive dialogue with the Exchange and is attempting to ensure compliance with the Exchange’s policies, to allow for the Company’s common shares to resume trading on the Exchange.
- As previously reported, on November 25, 2019 the Company and CVR Global (together, the “Parties”) executed a confidential non-binding term sheet (the “Term Sheet”), which sets a framework for the Parties to enter into a definitive agreement (the “Proposed Restructuring”). The Company is hopeful that negotiations for the Proposed Restructuring will be successful. However, as of the date of this news release, the Company has not received any written communication from CVR Global regarding the 3rd iteration of the Definitive Agreement and License Agreement that the Company sent several weeks ago. While we are optimistic our negotiations will be fruitful, we wish to remind shareholders that the Company’s former CEO remains the largest shareholder in CVR Global and thus CVR Medical when the escrowed Medical shares are released to Global per the 2018 restructuring agreement. While we have executed a non-binding Term Sheet, we cannot be certain that the Parties will agree on the Proposed Restructuring.
- As the Company announced on November 26, 2019, the Company continues to have positive ongoing dialogue with certain former members of the management team and board who resigned last year due to material disagreements with the former CEO. The time and effort that each of these advisors have committed in this process is immeasurable.
- Finally, a complete review of all regulatory, clinical, engineering, intellectual property, GAANTs, budgets and manufacturing (the “Review“) continues and is expected to be concluded sometime in the first half of 2020. The Review will provide additional information to the Company and will allow the Company to make informed decisions regarding the future.
- Assuming we are able to finalize the Proposed Restructuring, be reinstated on the Exchange, raise capital and complete the 2019 audit, we believe we will be able to successfully relaunch the Company and chart a new path forward.
Dr. Dallas Hack, interim CEO/CFO of CVR Medical, stated “This is a phenomenal moment in the Company’s history, despite the former CEO’s continual interference, and untimely delays during the negotiation process, ultimately together with broad, global shareholder support, a total of 80,922,820 shares were voted, a figure which surpassed all previous AGMs and Special Shareholder Meetings combined! On behalf of the current directors, management and advisors, all of whom spent countless hours communicating with our stakeholders, we wish to thank you all for your continued support. Completing this meeting with limited financial resources demonstrates the commitment to re-launch this company and our disruptive CSS device in a manner which unlocks the truest potential for all stakeholders.” Dr. Hack went on to say, “With the Annual General and Special Meeting behind us, there is still much to be done, our focus now turns to the Definitive Agreement between the two companies. It is our hope that with this broad shareholder support, the former CEO realizes that the best interests of all stakeholders can be achieved with its execution. I can assure you as I have previously stated, our mission to bring our disruptive CSS technology to market still remains resolute, as we feel the potential financial impact on reducing healthcare costs for this debilitating disease combined with the potential improved patient care by shortening the time from diagnosis to treatment for stroke is immense, saving lives in the process. Please feel free to contact me directly with any questions.”
About CVR Medical
CVR Medical Corp. is a healthcare company that operates in the medical device industry focused on the commercialization of its disruptive, proprietary Carotid Stenotic Scan device (the “CSS“). The CSS is a diagnostic tool that encompasses subsonic, infrasonic, and low frequency sound wave analysis technology. The CSS is a patented device designed to detect and measure carotid arterial stenosis. CVR Medical’s shares are listed on the OTCQB under the symbol “CRRVF”. The Company has applied for reinstatement of trading on the TSX-V, and was previously listed for trading under the symbol traded under the symbol “CVM”. Additional information regarding the Company can be found in our recent filings with the SEDAR as well as the information maintained on our website at www.cvrmed.com.
ON BEHALF OF THE BOARD:
(signed) “Dallas Hack” CEO, CFO & Director
For further information contact:
Dallas Hack, CEO, CFO and Director
This press release contains forward-looking information that involves various risks and uncertainties regarding future events related to: trading on and dialogue with the Exchange, communications and negotiations with CVR Global, dialogue with certain advisors, the Term Sheet, the Proposed Restructuring, the Definitive Agreement, the License Agreement, the Review, certain corporate and securities law requirements, raising capital, the 2019 Audit and potential litigation. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements and are not guarantees of future performance of the Company. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a failure or material setback in negotiations between the Company and CVR Global; (2) a failure of the Company to resume trading on the Exchange; (3) a failure of the Company to raise capital sufficient capital to relaunch the Company; (4) an inability to enter into a definitive agreement with CVR Global; (5)a downturn in general economic conditions in North America and internationally, (6) the inherent uncertainties and speculative nature associated with commercialization of technology and the practice of medicine;(7) a change in health regulations; (8) any number of events or causes which may delay or cease commercialization and development of the CSS Device; (9) the risk that the Company does not execute its business plan, (10) the risk of litigation between the Company and certain shareholders and the risk of litigation generally; (11) an inability to retain key employees, (12) am inability to finance operations and growth, (13) compliance with certain corporate and securities law requirements; and (14) other factors that are beyond the Company’s control. These forward-looking statements are made as of the date of this news release and, except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.
THE TSX VENTURE EXCHANGE INC. HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.