Cardica and Broadfin Capital Announce Framework of a Settlement Agreement
November 19 2015 - 4:06PM
Cardica, Inc. (Nasdaq:CRDC) and Broadfin Capital, LLC today
announced that they have reached an agreement in principle on a
number of items and continue to negotiate in good faith in an
effort to end the contested election of directors at Cardica’s
upcoming Annual Meeting of Stockholders to be held January 29,
2016. These items include:
- Reducing the size of the Board from 8 members to 7
- Agreed-upon Board slate will consist of Julian Nikolchev,
Michael Kleine, Gregory Casciaro, Samuel Navarro and William
Younger plus two additional nominees to be mutually agreed upon
from a short list provided by the Company to Broadfin; and
- Board slate will be finalized no later than November 27,
2015.
“It’s time to resolve this contested election and we are making
progress,” said Julian Nikolchev, president and CEO of Cardica.
“Settlement of this contested election will allow the Board and new
management team to focus on our business and efforts to continue to
improve the performance of the MicroCutter XCHANGE® 30 surgical
stapler prior to its broad commercial launch.”
“I am pleased that we have been able to come to
terms with Cardica on many important points that we raised over the
course of the past few months. I believe the framework of Board
reconstitution that Broadfin and Cardica both support will prove to
be of great value to the Company and all its shareholders,” said
Kevin Kotler of Broadfin Capital, LLC.
About CardicaCardica designs
and manufactures proprietary stapling and anastomotic devices for
cardiac and laparoscopic surgical procedures. Cardica's
technology portfolio is intended to reduce operating time and
facilitate minimally-invasive and robot-assisted surgeries.
Cardica’s MicroCutter XCHANGE® 30 Stapler, a cartridge-based
articulating surgical stapling device with a five-millimeter shaft
diameter, is manufactured and cleared for use in the United States
in multiple open or minimally invasive surgical procedures for the
transection, resection, and/or creation of anastomoses in small and
large intestine as well as the transection of the appendix.
In Europe the device has applications in multiple general,
gynecologic, urologic, thoracic and pediatric surgical procedures.
In addition, Cardica manufactures and markets its automated
anastomosis systems, the C-Port® Distal Anastomosis Systems and
PAS-Port® Proximal Anastomosis System for coronary artery bypass
graft (CABG) surgery, and has shipped over 56,500 units throughout
the world.
Forward-Looking StatementsThe
statements in this press release regarding Cardica’s and Broadfin’s
beliefs that they will be able to settle the proxy contest are
"forward-looking statements." Factors that could cause actual
results to differ materially from those indicated by these
forward-looking statements include that Cardica and Broadfin may
not be able to agree on the final two directors to be named to the
slate. Cardica expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein. You are encouraged to read Cardica’s
reports filed with the U.S. Securities and Exchange Commission,
available at www.sec.gov.
Important Information Cardica
intends to file with the Securities and Exchange Commission (the
“SEC”) and expects to mail to stockholders a definitive proxy
statement relating to Cardica’s upcoming Annual Meeting of
Stockholders. Stockholders are urged to read the proxy statement
and any related documents when they become available as they
contain important information. Stockholders may obtain free copies
of these documents and other documents filed with the SEC by
Cardica at the SEC’s website at www.sec.gov. These documents can
also be obtained free of charge from Cardica’s website at
www.cardica.com. Cardica’s directors and certain of its executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders. Information regarding the names and
special interests of these directors and executive officers in
proxy solicitation will be included in the proxy statement
described above.
Contact:
Bob Newell
Vice President, Finance and Chief Financial Officer
(650) 331-7133
investors@cardica.com