Conavi Medical Announces Results From Its Annual General Meeting of Shareholders and Adoption of Amendments to Omnibus Equity Incentive Plan

Rhea-AI Summary

Conavi Medical (TSXV: CNVI; OTCQB: CNVIF) held its annual general meeting on March 31, 2025, with 30,075,712 common shares voted, representing 67.97% of outstanding shares. Key outcomes include:

• Election of seven directors: Thomas Looby, Aaron Davidson, Craig Podolsky, Robert D. Mitchell, Susan Allen, Cathy Steiner, and Anthony J. Giovinazzo
• Appointment of PricewaterhouseCoopers LLP as auditors
• Approval of amendments to the Omnibus Equity Incentive Plan, removing restrictions on insider participation

The plan maintains its maximum share issuance limit of 8,850,017 common shares (20% of outstanding shares as of October 11, 2024). The amendments await TSXV approval, and options granted under the modified plan cannot be exercised until approval is received.

Positive

• High shareholder participation rate of 67.97% indicates strong engagement
• Successful election of all nominated directors
• Enhanced flexibility in equity compensation structure for attracting and retaining key personnel

Negative

• Pending TSXV approval creates uncertainty for new option grants
• Large portion (20%) of shares reserved for equity incentive plan could lead to potential dilution

TORONTO, April 01, 2025 (GLOBE NEWSWIRE) -- Conavi Medical Corp. (TSXV: CNVI; OTCQB: CNVIF) (“Conavi Medical” or the “Company”), a commercial stage medical device company focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures, announced today the results of its annual general meeting of shareholders held virtually on March 31, 2025 (the “Meeting”), as well as the adoption of amendments to the Company’s Stock Option Plan.

A total of 30,075,712 common shares were voted in connection with the Meeting, representing approximately 67.97% of the issued and outstanding common shares of the Company.

Each of the seven nominees listed in the management information circular of the Company (the “Circular”) dated February 18, 2025, namely, Thomas Looby, Aaron Davidson, Craig Podolsky, Robert D. Mitchell, Susan Allen, Cathy Steiner and Anthony J. Giovinazzo, was elected as a director of the Company for the ensuing year or until his or her successor is elected or appointed.

In addition, Conavi Medical reports that an ordinary resolution approving the appointment of PricewaterhouseCoopers LLP as the Company’s auditors for the ensuing year and to authorize the directors to fix the auditors’ remuneration was passed at the Meeting.

Further, an ordinary resolution of disinterested shareholders of the Company was passed approving the amendment of the Company’s Omnibus Equity Incentive Plan to remove certain restrictions on the participation of Company directors, executive officers and other insiders (as a group). The Company believes that the removal of the restrictions on insider participation in the Omnibus Equity Incentive Plan (as a group), will provide the Company with greater flexibility to continue to attract, retain and motivate directors and executive officers, while providing room for future growth. Importantly, the total maximum number shares available for issuance under the Omnibus Equity Incentive Plan, being 8,850,017 common shares, has not changed and remains in place in respect of all awards under the Omnibus Equity Incentive Plan. This number was fixed based on the number of shares equal to 20% of the issued and outstanding shares upon closing of the Company’s reverse takeover transaction on October 11, 2024.

The amendments to the Company’s Omnibus Equity Incentive Plan remain subject to the approval of the TSXV. Options granted pursuant to the amendments to the Company’s Omnibus Equity Incentive Plan may not be exercised until TSXV approval has been received.

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/.

Notice on forward-looking statements:
This press release includes forward-looking information or forward-looking statements within the meaning of applicable securities laws regarding the Corporation and its business, which may include, but are not limited to, statements with respect to the commercialization of Conavi’s Novasight Hybrid™ System and the approval of amendments to the Company’s Omnibus Equity Incentive Plan by the TSXV. All statements that are, or information which is, not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking information or statements”. Often but not always, forward-looking information or statements can be identified by the use of words such as “shall”, “intends”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate” “anticipate”  or any variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “might”, “can”, “could”, “would” or “will” be taken, occur, lead to, result in, or, be achieved. Such statements are based on the current expectations and views of future events of the management of the Corporation. They are based on assumptions and subject to risks and uncertainties. Although management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Corporation, including, without limitation, those listed in the "Risk Factors" section of the joint information circular of the Company dated August 30, 2024 and the Company’s amended and restated preliminary prospectus dated March 20, 2025 (both of which are on the Company’s profile at www.sedarplus.ca). Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Corporation does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

No regulatory authority has approved or disapproved the content of this press release. Neither the TSX Venture Exchange nor its Regulatory 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.

CONTACT:

Stefano Picone
Chief Financial Officer
(416) 483-0100

FAQ

What changes were made to Conavi Medical's (CNVIF) Omnibus Equity Incentive Plan in 2025?

The plan was amended to remove restrictions on participation of directors, executive officers, and insiders as a group, while maintaining the maximum issuance limit of 8,850,017 shares.

How many shareholders participated in Conavi Medical's (CNVIF) 2025 annual meeting?

30,075,712 common shares were voted, representing 67.97% of the company's issued and outstanding shares.

What is the maximum number of shares available under CNVIF's equity incentive plan?

8,850,017 common shares, representing 20% of outstanding shares as of October 11, 2024.

Who are the newly elected board members of Conavi Medical (CNVIF) for 2025?

Thomas Looby, Aaron Davidson, Craig Podolsky, Robert D. Mitchell, Susan Allen, Cathy Steiner, and Anthony J. Giovinazzo.