Denver, North Carolina--(Newsfile Corp. - December 5, 2018) - CVR Medical Corp. (TSXV: CVM) (OTCQB: CRRVF) ("CVR Medical" or the "Company") a Canadian listed and US based healthcare company in the medical device sector announces that it has entered into an agreement with Echelon Wealth Partners Inc. and Leede Jones Gable Inc. (the "Agents") for the sale, on a commercially reasonable efforts private placement basis, up to 28,000,000 units of the Company (each, a "Unit") at a price of C$0.25 per Unit for gross proceeds of up to C$7,000,000 (the "Offering").
Each Unit will consist of one common share (each, "Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant exercisable to acquire one additional Share (each, a "Warrant Share") at a price of C$0.36 per Warrant Share for a period of five (5) years following the closing date of the Offering ("Closing Date"). The exercise of the Warrants may be accelerated if the trading price of the common shares on the TSX Venture Exchange ("TSX-V") is C$0.50 or greater for 10 consecutive trading days prior to the date on which the notice of acceleration of exercise is given by CVR Medical, which date must be at least four months and one day following the Closing Date.
The Agents will be granted an over-allotment option, exercisable in whole or in part for a period of 30 days following the Closing Date to offer for sale up to an additional 15% of the Units sold pursuant to the Offering (the "Over-Allotment Option").
The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada and such other jurisdictions as may be determined by the CVR Medical, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.
CVR Medical intends to pay the Agents a commission of 8% in cash and 8% in broker warrants in connection with the Offering. In addition, the Agents will also receive a cash advisory fee consisting of an initial non-refundable payment of C$10,000 and, at the time of closing of the Offering, an additional payment of 1% of the aggregate gross proceeds of the Offering.
Net proceeds from the Offering, including any proceeds received upon the exercise of the Over-Allotment Option granted to the Agents, are expected to be used for ongoing working capital requirements relating to the development and commercialization of the proprietary subsonic, infrasonic, and low frequency sound wave analysis technology and diagnostic device designed to detect and measure carotid arterial disease, known as the CSS device.
The Offering may be completed in multiple closings, with the final closing expected to occur on or before February 28th, 2019. Completion of the Offering is subject to certain conditions, and receipt of all necessary regulatory approvals, including TSX-V approval. All securities issued pursuant to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
All interested accredited investors who wish to participate may contact the Company directly at marclubow@cvrmed.com.
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 is currently in pivotal clinical trials in preparation for its planned submission to the FDA. CVR is led by an experienced and proven team of professionals with extensive healthcare, medical device, international expansion, regulatory and sales experience. CVR Medical trades on the TSX Venture Exchange 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) "Peter Bakema"
CEO, President & Director
For further information contact:
Peter Bakema, CEO, President and Director
Email: info@cvrmed.com
or
Marc S. Lubow.
Vice President Capital Markets, Director - Investor Relations
marclubow@cvrmed.com
904-923-4037
This press release contains forward-looking statements (within the meaning of applicable securities laws) relating to the business of CVR Medical Corp. (the "Company") and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include statements relating to the completion of the Offering and the use of proceeds from the Offering. . These 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 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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