TORONTO, ONTARIO–(Marketwired – Sept. 13, 2016) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Titan Medical Inc. (“Titan” or the “Company”) (TSX:TMD)(OTCQX:TITXF) is pleased to announce that it has today filed a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated August 18, 2015 (with the Prospectus Supplement, the “Prospectus”), regarding its previously announced public offering of units of the Company (“Units”). Each Unit will consist of one common share of the Company (“Share”) and one common share purchase warrant (“Warrant”). Each Warrant shall entitle the holder thereof to acquire one Share at a price of CDN$0.75 for a period of 5 years following the closing date of the offering (the “Closing Date”).
Bloom Burton & Co. Limited and Echelon Wealth Partners Inc. (the “Agents”) have agreed to sell, on a best efforts agency basis, a minimum of 17,083,333 Units and a maximum of 26,791,667 Units at a price of CDN $0.60 per Unit for total gross proceeds of a minimum of CDN $10,250,000 and a maximum of CDN $16,075,000 (the “Offering”). The Agents have been granted the option to offer for sale additional units (the “Over-Allotment Units”) at the price issued under the Offering and/or additional warrants (the “Over-Allotment Warrants”) at a price of CDN $0.05 per Over-Allotment Warrant, exercisable in whole or in part at any time and from time to time on the Closing Date or up to 30 days following the Closing Date, so long as the aggregate number of Over-Allotment Units and Over-Allotment Warrants does not exceed 15% of the number of Units issued under the Offering.
The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.
The net proceeds of the Offering (the “Net Proceeds”) will be used to fund continued development work in connection with the Company’s SPORT™ Surgical System, as well as for working capital and other general corporate purposes. Details as to the specific allocation of the Net Proceeds are disclosed in the Prospectus.
For further details regarding the Offering, please see the Company’s press releases dated September 8, 2016, and September 9, 2016, the agency agreement dated September 13, 2016 and the Prospectus, copies of which are available under the Company’s profile at www.sedar.com.
The outstanding Shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “TMD”. The TSX has conditionally approved the listing of the Shares issuable in connection with the Offering. In addition, the TSX has conditionally approved the listing of the Warrants and the Over-Allotment Warrants under the symbol “TMD.WT.I”. Listing will be subject to the Company fulfilling the listing requirements of the TSX including, in the case of the Warrants and the Over-Allotment Warrants, distribution to a minimum number of public securityholders, on or before December 7, 2016.
About Titan Medical Inc.
Titan Medical Inc. is a Canadian public company focused on the design and development of a robotic surgical system for application in minimally invasive surgery (“MIS“). The Company’s SPORT™ Surgical System, currently under development, includes a surgeon-controlled robotic platform that includes a 3D high-definition vision system and instruments for performing MIS procedures. The surgical system also includes a surgeon workstation that provides the surgeon with an advanced ergonomic interface to the robotic platform for controlling the instruments and provides a 3D high-definition endoscopic view of inside a patient’s body. The SPORT™ Surgical System is designed to enable surgeons to perform a broad set of surgical procedures for general abdominal, gynecological and urologic indications. For more information, visit the Company’s website at www.titanmedicalinc.com.
Forward-Looking Statements
This press release contains “forward-looking statements” which reflect the current expectations of management of the Company. Such statements include, but are not limited to, statements regarding receipt of applicable regulatory approvals, the anticipated Closing Date and the proposed use of the Net Proceeds. Wherever possible, words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions have been used to identify these forward-looking statements. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Company’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, including, without limitation, those listed in the “Risk Factors” section of the Company’s Annual Information Form dated March 30, 2016 (which may be viewed at www.sedar.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, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements.
U.S. Securities Law Caution
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. persons,” as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account or benefit of, persons in the United States or U.S. Persons.
John Hargrove
Chief Executive Officer
(416) 548-7522 (ext. 151)
john.hargrove@titanmedicalinc.com
www.titanmedicalinc.com