TORONTO, Oct. 16, 2024 (GLOBE NEWSWIRE) — Conavi Medical Corp. (formerly, “Titan Medical Inc.”) (“Conavi” or the “Company”) (TSXV: CNVI) is pleased to announce that, pursuant to its press releases dated September 30, 2024 and October 11, 2024, the Company’s common shares (“Common Shares”) have been voluntarily delisted from the Toronto Stock Exchange, effective as of close of markets on October 15, 2024, and will commence trading at the market open today on the TSX Venture Exchange (the “TSXV”) under the new symbol “CNVI”. The Company has been classified by the TSXV as a Tier 2 Technology issuer.
On October 11, 2024, the Company completed a reverse takeover with Conavi Medical Inc. in an all-stock transaction (the “Transaction”). Further details regarding the Transaction are set out in the Company’s press release dated October 11, 2024.
“The completion of the Transaction and our listing on the TSXV comes at a pivotal moment in the evolution of Conavi,” said the Company’s Chief Executive Officer, Thomas Looby. “As we continue to advance the Novasight Hybrid System, which is the first technology to combine two major intravascular imaging modalities – IVUS and OCT – to help guide common minimally invasive coronary procedures, we believe gaining access to the public capital markets will enhance our financial strength and fuel our growth strategy.”
Stock Consolidation
In connection with closing of the Transaction, the Company changed its name to Conavi Medical Corp. and completed a consolidation (the “Consolidation”) on the basis of 1 post-Consolidation Common Share for each 25 pre-Consolidation Common Shares. When the Common Shares commence trading today, it will be on a post-Consolidated basis.
Immediately prior to completion of the Transaction and the Consolidation, the Company had 114,039,851 Common Shares issued and outstanding. After giving effect to the Transaction and Consolidation, the Company has approximately 44,250,086 Common Shares issued and outstanding.
No fractional Common Shares were issued as a result of the Consolidation. All fractional Common Shares resulting from the Consolidation were rounded to the nearest whole number of Common Shares. The outstanding warrants of the Company existing prior to the Consolidation and the Transaction have been adjusted on the same basis (25:1) to reflect the Consolidation in accordance with their respective terms, with proportionate adjustments being made to exercise prices.
Registered shareholders will receive a letter of transmittal from the Company’s transfer agent, Computershare Investor Services Inc., providing instructions on how to exchange their share certificates representing pre-Consolidation Common Shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation Common Shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their common shares through an intermediary) to effect the Consolidation.
Further information concerning Conavi may also be found on its website at www.conavi.com and in the Company’s management information circular dated August 30, 2024 (the “Circular”), available on SEDAR+ at www.sedarplus.ca under Conavi’s issuer profile.
Early Warning Disclosure
Upon the completion of the Transaction, Carlyle Services Limited Liability Company (“Carlyle”) acquired securities of the Company in exchange for its securities of Conavi Medical Inc., and now holds, directly or indirectly, or exercises control or direction over an aggregate of 21,750,180 Common Shares and warrants exercisable for the purchase of 6,333,132 Common Shares, representing approximately 49.15% of the issued and outstanding Common Shares on a non-diluted basis, and approximately 55.52% on a partially-diluted basis (assuming the exercise of Carlyle’s convertible securities). Prior to the completion of the Transaction, Carlyle did not beneficially own, or exercise control or direction over, any securities of the Company (formerly Titan Medical Inc.). Carlyle acquired the Company’s securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as it may deem appropriate.
As disclosed in the Circular, Carlyle and Conavi have entered into an investor rights agreement in connection with the Transaction. The investor rights agreement provides that, subject to applicable securities laws and applicable TSXV Policy, (i) Conavi will agree to nominate (A) two directors to the board of directors of the Company (the “Board”) selected by Carlyle, so long as Carlyle holds at least 20% of the Company’s Common Shares on a partially-diluted basis (assuming the exercise of Carlyle’s convertible securities) or (B) one director to the Board selected by Carlyle, so long as Carlyle holds between 10% and 20% of the Company’s Common Shares on a partially-diluted basis (assuming the exercise of Carlyle’s convertible securities), (ii) the Board shall invite any nominee selected by Carlyle to sit on any committees of the Board, (iii) Carlyle shall be provided with a right to participate in future financings, and (iv) Conavi will provide Carlyle with reasonable access to its books and records, subject to confidentiality obligations. In the event that Carlyle elects not to select a director for nomination under the investor rights agreement, Carlyle may elect to send an observer to attend all meetings of the Board. The investor rights agreement terminates when Carlyle fails to hold at least 10% of the Company’s Common Shares on partially-diluted basis (assuming the exercise of Carlyle’s convertible securities). Currently, Carlyle has only selected one director for nomination to the Board, being Craig Podolsky. For the purposes of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“) early warning reporting, the address of Carlyle is Népfürdő utca 22. B. ép. 13. em., Budapest, 1138, Hungary.
In addition, upon the completion of the Transaction, CPOINT Capital Corp. (“CPOINT”) and its affiliate Juno Pharmaceuticals LP (“Juno”) acquired securities of the Company in exchange for their securities of Conavi Medical Inc. and now hold, directly or indirectly, or exercise control or direction over an aggregate of 9,985,175 Common Shares (1,410,955 of which are held by CPOINT and 8,574,220 of which are held by Juno), and warrants exercisable for the purchase of 8,586,181 Common Shares (857,703 of which are held by CPOINT and 7,728,478 of which are held by Juno), representing approximately 22.57% (or 3.19% in the case of CPOINT and 19.38% in the case of Juno) of the issued and outstanding Common Shares on a non- diluted basis, and 35.15% (or 4.29% in the case of CPOINT and 30.86% in the case of Juno) on a partially-diluted basis (assuming the exercise of CPOINT and Juno’s convertible securities). Prior to the completion of the Transaction, CPOINT and Juno did not beneficially own, or exercise control or direction over, any securities of the Company (formerly Titan Medical Inc.). CPOINT and Juno acquired these securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as they may deem appropriate. For the purposes of NI 62-103 early warning reporting, the address of each of CPOINT and Juno is 555 Richmond Street West, Suite 512, Toronto, ON, M5V 3B1.
Early warning reports pursuant to the requirements of applicable securities laws will be issued concerning the foregoing and will be posted to SEDAR+ at sedarplus.ca and available on request at the telephone numbers below.
About Conavi Medical
Conavi Medical is focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures. Its patented Novasight Hybrid™ System is the first system to combine both intravascular ultrasound (IVUS) and optical coherence tomography (OCT) to enable simultaneous and co-registered imaging of coronary arteries. The Novasight Hybrid System has 510(k) clearance from the U.S. Food and Drug Administration; and regulatory approval for clinical use from Health Canada, China’s National Medical Products Administration, and Japan’s Ministry of Health, Labor and Welfare. For more information, visit http://www.conavi.com/.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws, which reflect the current expectations of management of Conavi’s future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements are frequently, but not always, identified by words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions, although these words may not be present in all forward-looking statements. Forward-looking statements that appear in this release may include, without limitation, references to Conavi’s plans for the commercialization of Conavi’s Novasight Hybrid™ System.
These forward-looking statements reflect management’s current beliefs with respect to future events, and are based on information currently available to management that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Forward-looking statements involve significant risks, uncertainties and assumptions and many factors could cause Conavi’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors and assumptions include, but are not limited to, Conavi’s ability to retain key personnel; its ability to execute on its business plans and strategies; and other factors listed in the “Risk Factors” sections of the Circular (which may be viewed at www.sedarplus.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions and Conavi has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, Conavi cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, Conavi expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.
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 press release.
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