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WorldHeart Reports an Event of Default Under the Note Issued to Abiomed, Resignation of One of Its Board of Directors, and Results of Shareholder Vote at Its Annual Shareholders' Meeting
WorldHeart Reports an Event of Default Under the Note Issued to Abiomed, Resignation of One of Its Board of Directors, and Results of Shareholder Vote at Its Annual Shareholders' Meeting
OAKLAND, Calif., May 9 /PRNewswire-FirstCall/ -- (Nasdaq: WHRT, TSX: WHT)
Since January 2008, World Heart Corporation (the "Company") has aggressively
pursued various financing alternatives to raise additional capital, including
through equity financing transactions and corporate collaborations, in order
to continue operations. At April 30, 2008, the Company had cash and cash
equivalents of approximately $0.5 million and current liabilities of
approximately $2.6 million. On May 2, 2008, the Company learned that its
potential primary investor may not be able to give its assurance of commitment
to allow the Company to access capital to meet current financing needs. This
information resulted in the Company making the determination that its
available cash would be insufficient to pay the Company's obligations as they
become due, which constitutes an event of default under the Company's secured
convertible promissory note in the amount of $5.0 million issued on December
11, 2007 to Abiomed, Inc. This event of default under the note results in the
outstanding principal balance of the note, together with accrued but unpaid
interest and any other amounts owing under the Abiomed note documents,
becoming immediately due and payable to Abiomed. The note is secured by
security agreements entered into by the Company and the Company's wholly-owned
subsidiary, World Heart, Inc. ("WHI"), in favor of Abiomed, that grant a
security interest in all of their respective assets. Abiomed could exercise
its remedies under law and under the security agreements, including
foreclosing on the assets of the Company and WHI. An event of default also
permits Abiomed to terminate the clinical and marketing support services
agreement.
The Company has an immediate need for additional capital in order to
satisfy its obligations and to continue operations. The Company continues to
aggressively pursue various financing alternatives but its efforts to raise
additional capital have not been successful as of the date of this report.
The Company estimates that it has cash available to continue operations only
through the latter part of May 2008. If the Company is unable to secure
additional funding, it will be forced to take extraordinary business measures
which could include filing for bankruptcy, ceasing operations and liquidating
assets.
On May 5, 2008, the Company was informed by Robert J. Majteles that he is
resigning from the Board of Directors and all of the committees of the Board,
effective immediately. The Company intends to reconstitute all of the
committees of the Board, such that Mr. William C. Garriock, Dr. Michael Estes
and Mr. Gary Goertz, the three remaining independent directors, will be
members of each of the committees.
On April 29, 2008, the Company held its Annual Meeting of Shareholders
where proposals for shareholders' vote were presented for the following
purposes:
(1) to receive and to consider the Company's audited consolidated
financial statements for the year ended December 31, 2007, that have
been prepared in accordance with generally accepted accounting
principles in the United States, together with the report of the
auditors thereon;
(2) to elect directors to serve until the next annual meeting of the
shareholders or until their successors are elected or appointed,
unless the office is vacated earlier;
(3) to appoint Burr, Pilger & Mayer LLP as independent auditors of the
Company and to authorize the directors to fix their remuneration; and
(4) to approve conversion of the secured promissory note in the principal
amount of up to US$5,000,000, previously issued to Abiomed
convertible at Abiomed's option into the Company's common shares at
US$1.748948 per share, subject to adjustments, including any
conversion of interest owed, and approval of the exercise of a five
year warrant to purchase up to 3,400,000 common shares of the
Company, exercisable at US$0.01 per share, issued to Abiomed in
connection with the secured promissory note.
The election of directors, the appointment of the auditors and the
conversion of the note and exercise of the warrant issued to Abiomed were
carried by a majority of the votes at the meeting in person or by proxy. A
copy of the Voting Results, which includes the percentage outcome of the votes
cast, is furnished as Exhibit 99.1 to this report and incorporated herein by
reference.
About World Heart Corporation
WorldHeart is a developer of mechanical circulatory support systems. The
Company is headquartered inOakland, California, USA with additional
facilities inSalt Lake City, Utah and Herkenbosch,Netherlands. WorldHeart's
registered office isOttawa, Ontario, Canada.
Any forward-looking statements in this release are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
and include any statements regarding the Company's ability to regain
compliance with the NASDAQ Capital Market listing requirements, as well as
other statements that can be identified by the use of forward-looking
language, such as "believes," "feels," "expects," "may," "will," "should,"
"seeks," "plans," "anticipates," or "intends" or the negative of those terms,
or by discussions of strategy or intentions. Investors are cautioned that all
forward-looking statements involve risk and uncertainties, including without
limitation: the Company's immediate need for additional capital, risks in
product development and market acceptance of and demand for the Company's
products; delisting from the NASDAQ Stock Market if compliance with the
listing standards, including the Minimum Bid Price Rule and other minimum
standards, is not regained; and other risks detailed in the Corporation's
filings with the U.S. Securities and Exchange Commission, including without
limitation its Annual Report on Form 10-KSB for the year ended December 31,
2007.
SOURCE World Heart Corporation
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