VANCOUVER, BC / January 6, 2020 / CVR Medical Corp. (CVM.V) (TSXV: CVM) (OTCQB: CRRVF) (“CVR Medical” or the “Company”) a Canadian listed and US based healthcare company in the medical device sector provides the following updates:
- On November 1, 2019, the British Columbia Securities Commission (the “BCSC”) has granted a full revocation (the “Revocation”) of the cease trade order issued by the BCSC against the Company (the “Cease Trade Order”). The Cease Trade Order was originally imposed as a result of the Company’s failure to file certain annual audited financial statements, management discussion and analysis and the certification of the annual audited financial statements, pursuant to National Instrument 51-102. Since then, the Company has filed the annual audited financial statements for the year ended December 31, 2018, related management discussion and analysis and the certification of annual filings for the year ended December 31, 2018. The Company has completed the filing of all continuous disclosure documents and all of the Company’s continuous disclosure documents can be reviewed on SEDAR. On November 14, 2019, CVR Medical received a letter from the TSX Venture Exchange (the “Exchange”) which identified concerns pertaining to, among other things, the recently completed 2018 Audit and Annual Report filed on SEDAR. On December 11, 2019, CVR’s interim CEO/CFO Dallas Hack, accompanied by company counsel and advisors met with representatives from the TSX Venture Exchange addressing the Exchanges concerns that has kept the Company’s common stock halted from trading. The Company continues to have dialogue with the Exchange in an effort to rectify any remaining deficiencies and regain compliance to allow for the Company’s common stock to resume trading on the Exchange.
- As the Company announced on November 26, 2019, CVR Medical continues to have positive ongoing dialogue with certain former members of the management team and board who resigned earlier in the year due to material disagreements with the former CEO. Dr. Dallas Hack, CVR Medical Interim CEO/CFO and Director will continue to serve in this capacity while these discussions continue. Complicating this process, on November 18, 2019, the Company’s D&O policy was not renewed. Despite this, our interim CEO/CFO Dallas Hack and Director Paul Blunden continue to serve in their executive officer and director capacities. A new D&O policy is expected to be in place after the Company holds its Annual Shareholders Meeting conditioned on completion of the restructuring of the company’s relationship with CVR Global that is the subject of the Term Sheet referenced in the paragraph below, and Shareholder approval of same sometime in early 2020 (the “Restructuring”). Based on this, we currently expect that a 3rd Director to serve on the Company’s board will be nominated for that upcoming Shareholders Meeting, and that others will join immediately after completion of the Restructuring.
- On November 25, 2019, CVR Medical and CVR Global executed a confidential non-binding Term Sheet which will serve as the framework for the two parties to execute a Definitive Agreement for the Restructuring. Dialogue between the two companies continues as we finalize the language contained in the agreement which could allow for CVR Medical to be in full control of all aspects of commercialization (Regulatory, Clinical, Engineering, IP, Manufacturing and Sales and Marketing) of its disruptive Carotid Stenotic Scan (the “CSS”) device. Upon execution of the Definitive Agreement, it is expected to be sent to the Exchange for approval and as a condition of receiving regulatory approval, a Special Meeting of Shareholders will be called and subsequently held allowing the Company’s shareholders to review and approve the Restructuring agreements. We should remind shareholders that our former CEO is the CEO of CVR Global and while we have executed a non-binding Term Sheet, we cannot assure anyone that he may not agree to the final language being contemplated in the Definitive Agreement.
- As previously announced, our previous CEO had instructed the Company’s transfer agent to set a date for the Annual Shareholders Meeting (AGM) for January 15, 2020. Due to the ongoing complexities discussed above (D&O Policy, securities law requirements to have 3 Directors, delays from CVR Global pertaining to the language contained in the Definitive Agreement) CVR Medical now plans to hold the Annual General and Special Meeting at 10:00 a.m. PST on February 13, 2020. The record date for shareholders to vote will be January 8, 2020, and it is expected that the Shareholders Circular will be mailed on January 22, 2020.
- Finally, a complete review of all Regulatory, Clinical, Engineering, IP, GAANTs/Budgets and Manufacturing is currently underway and is expected to be concluded sometime early in 2020.
Dallas Hack, interim CEO/CFO of CVR Medical, states, “We are making painstaking progress in our complete organizational review, our discussion with the former officers and directors about their rejoining the company as well as identifying other executives to round out our team as reviving operations continues at a robust pace. We have spent a tremendous amount of time reviewing all of the existing Agreements between CVR Medical and CVR Global and feel upon execution, the Definitive Agreement will allow the company to be in total control of the commercialization path for our CSS device. This agreement should allow for us to be not only more transparent, but help us better define our timelines for our stated milestones and control our budgets, something that has been a problem in the past. While the re-scheduling of the Annual Meeting was something we tried in vain to avoid, it is unfortunately unavoidable, and not due to any lack of effort on the company’s part. While there is much to be done, I can assure you that 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.”
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 (CSS). The CSS device 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 trades on the TSX Venture Exchange under the symbol CVM and on the OTCQB under the symbol CRRVF. Additional information regarding the Company can be found in our recent filings on SEDAR as well as the information maintained on our website at www.cvrmed.com
ON BEHALF OF THE BOARD:
(signed) “Dallas Hack”
Interim CEO, CFO and Director
For further information contact:
Dallas Hack, Interim CEO, CFO and Director
This press release contains forward-looking information that involves various risks and uncertainties regarding future events related to the Restructuring. 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 downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties and speculative nature associated with commercialization of technology and the practice of medicine, (3) a change in health regulations, (4) any number of events or causes which may delay or cease commercialization and development of the Joint Venture, (5) the risk that the Company or the Joint Venture does not execute its business plan, (6) inability to retain key employees, (7) inability to finance operations and growth, and (8) other factors 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.
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