Vancouver, British Columbia--(Newsfile Corp. - December 20, 2022) - CVR Medical Corp. (TSXV: CVM.H) (OTC: CRRVF) ("CVR Medical" or the "Company" or "we") a Canadian listed and US based healthcare company in the medical device market is pleased to announce an agreement with CVR Global Inc.
The 2018 Restructuring Agreement between CVR Medical Corp. and CVR Global Inc. is being amended in favor of a "New" Restructuring Agreement dated November 16, 2022. Pursuant to the restructuring, CVR Global Inc. will exclusively license to CVR Medical Corp. all the Intellectual Property (IP) for all potential uses in exchange for a 5% royalty on all sales of the Carotid Stenotic Scan (CSS), future updates/renditions of the CSS and associated disposable medical items. CVR Medical Corp will have full control of the CSS development and any other devices it may develop in the future. CVR Medical Corp. will subsequently release from escrow the remaining shares of CVR Medical Stock under the "Release Protocol" delineated below. The Agreement states that CVR Global Inc. will receive no additional equity position in CVR Medical Corp. This "New" agreement differs from the 2018 Restructuring Agreement in the following ways: It changes the royalty from sales of devices and disposables from 8% to 5%. The license is no longer limited to the CSS device and its improvements. With no restrictions on the use of the Intellectual Property (IP), the "Company" can pursue other avenues the IP allows. There are no additional shares granted under this "New" Agreement.
As consideration under the 2018 Restructuring Agreement, CVR Global was issued an aggregate of 30,000,000 common shares of CVR Medical Stock. 25,000,000 shares are in escrow to be released as follows:
- CVR Medical Corp. shall issue 30,000,000 (Thirty Million) shares of its common stock in the name of CVR Global, Inc. for delivery as follows:
- 3,000,000 (Three Million) shares were delivered on or about December 3, 2018
- 2,000,000 (Two Million) shares were delivered on or about January 17, 2019
- 25,000,000 (Twenty-Five Million) shares remain to be delivered in seven tranches from the December 9, 2020 Restructure Agreement. 2,500,000 (Two Million Five Hundred Thousand) shares due December, 2020. The remaining six releases are provided at 15% of the remaining escrow shares, each totaling 3,750,000 (Three Million Seven Hundred Fifty Thousand) shares distributed by the Escrow Agent. The release date of the first tranche of 3,750,000 shares is June, 2021, The release date of the second tranche of 3,750,000 shares is December, 2021. The release date of the third tranche of 3,750,000 shares is June, 2022. The release date of the fourth tranche of 3,750,000 shares is December, 2022. That makes a total of 17,500,000 shares being released to CVR Global, Inc. in December 2022. The release date of the fifth tranche of 3,750,000 shares is June, 2023. The release date of the sixth and final tranche of 3,750,000 shares is December 2023.
- CVR Medical Corp will assume the liabilities incurred by CVR Global on behalf of CVR Medical Corp. for the development of the CSS device. The Company has been in discussion with some of the liability holders and believes that the debt can be renegotiated and/or restructured. The liabilities are outlined below:
| IP Attorneys | 368,517.44 | |||||||||||
| Corporate Attorneys | 82,299.72 | |||||||||||
| Regulation and FDA Consultants | 229,387.84 | |||||||||||
| Canon | 438,200.00 | |||||||||||
| Ergotron | 52,376.50 | |||||||||||
| Hitachi | 285,440.00 | |||||||||||
| Other Product Suppliers | 71,550.82 | |||||||||||
| Contractors | 1,239,963.90 | |||||||||||
| Clinical Trials (hospitals) | 107,053.40 | |||||||||||
| Office and Technology | 172,642.43 | |||||||||||
| Credit / loans | 269,648.38 | |||||||||||
| Total | 3,317,080.43 |
The Amended Restructuring Agreement is subject to TSX-V acceptance.
CVR Medical Corp. will now in position to successfully guide the finalization of the CSS development and clearance/approval process with the FDA and seamlessly transition into manufacture, marketing and sales of the CSS Device. CVR Medical Corp. is also in position to develop further technology utilizing the IP.
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 ("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 OTC under the symbol "CRRVF". The Company is listed for trading under the symbol "CVM.H". 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
Email: info@cvrmed.com
This press release contains forward-looking information that involves various risks and uncertainties regarding future events related to: certain corporate and securities law requirements 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 the Company satisfying any conditions required by the TSX-V; (2) a failure of the Company to raise sufficient capital to relaunch the Company; (3) a downturn in general economic conditions in North America and internationally; (4)the inherent uncertainties and speculative nature associated with commercialization of technology and the practice of medicine; (5) a change in health regulations; (6) any number of events or causes which may delay or cease commercialization and development of the CSS Device; (7) the risk that the Company does not execute its business plan; (8) the risk of litigation between the Company and certain shareholders and the risk of litigation generally; (9) an inability to retain key employees; (10) an inability to finance operations and growth; (11) compliance with certain corporate and securities law requirements; and (12) 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.
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