VANCOUVER, BC / March 16, 2020 / / CVR Medical Corp. (CVM.V) (TSXV: CVM) (OTCQB: CRRVF) (“CVR Medical” or the “Company” or “we“) a Canadian listed and US based healthcare company in the medical device sector announces the planned Restructuring of CVR Medical Corporation and CVR Global, Inc.
A restructuring of CVR Medical and CVR Global has been agreed to by both parties. All Intellectual Property associated with all aspects of the underlying technology will be transferred to CVR Medical as well as all royalties in exchange for a minimum of 30,000,000 and a maximum of 45,000,000 shares of CVR Medical stock. This transfer will be completely based on an independent third party valuation of the combined intellectual property and royalties. CVR Global plans on distributing all shares of CVR Medical stock to the CVR Global Shareholders thereby making all the CVR Global shareholders CVR Medical shareholders.
The Board of Directors of CVR Medical unanimously recommends the terms of this Agreement to the CVR Medical Shareholders and will submit the signed Agreement to the TSX Venture Exchange for approval. With preliminary approval from the TSX-v, a special meeting of the shareholders is to be called for the purposes of ratifying the Agreement.
This Agreement will dilute CVR Medical shares between 19 – 26%. CVR Medical in return will have sole responsibility for the entire operation of the CSS (Carotid Stenotic Scan) including clinical trials, FDA submission, marketing and sales. The company will no longer have licensing fees or royalties on the technology. CVR Medical will become a free-standing Medical Device Company with control of the CSS and ownership of all existing and future IP as well as any advances in the pipeline. In addition, CVR Medical will own the rights to any other applications incorporating the subsonic, infrasonic and low frequency sound technology.
This new agreement allows CVR Medical to raise the necessary capital to continue operations and expedite the studies necessary for FDA clearance of the CSS Device.
The Board of Directors has worked diligently to bring CVR Medical onto a viable path forward into the future.
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 OTCQX under the symbol “CRRVF”. The Company has applied for reinstatement of trading on the TSX-V, and were 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) Paul Blunden, M.D.
President & Director
For further information contact:
Paul Blunden, M.D., President/ 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.