Registration of a Class of Securities of Certain Canadian Issuers Pursuant to Section 12(b) of the 1934 Act (40fr12b)
June 11 2018 - 3:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
__________________
FORM 40-F
[X] Registration statement pursuant to Section 12 of the
Securities Exchange Act of 1934
or
[ ] Annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended __________________
Commission File Number ________________
__________________
Titan Medical Inc.
(Exact
name of Registrant as specified in its charter)
Ontario
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3841
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98-0663504
|
(Province or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number)
|
170 University Avenue, Suite 1000
Toronto, Ontario
M5H 3B3
Canada
(416) 548-7522
(Address and telephone number of Registrant's principal executive
offices)
__________________
CT Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
(202) 572-3100
(Name,
address (including zip code) and telephone number (including
area code) of
agent for service in the United States)
__________________
Securities registered or to be registered pursuant to Section
12(b) of the Act:
Title of each class
|
Name of each exchange on which registered
|
|
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Common Shares, no par value
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The NASDAQ Stock Market LLC
|
Securities registered pursuant to Section 12(g) of the Act:
None.
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information
filed with this Form:
[ ] Annual information form
|
[ ] Audited annual financial statements
|
Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report:
N/A
Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the Exchange Act). If Yes is marked, indicate the file number assigned
to the Registrant in connection with such Rule.
[ ] Yes [X] No
Indicate by check mark whether the Registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.
[ ] Yes [ ] No
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company [X]
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
The term new or revised financial accounting standard
refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
Titan Medical Inc. (the Company, the Registrant) is a
Canadian issuer eligible to file its registration statement pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), on
Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange
Act. The Company is a foreign private issuer as defined in Rule 3b-4 under the
Exchange Act. Equity securities of the Company are accordingly exempt from
Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule
3a12-3.
FORWARD LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration
Statement of the Registrant contain forward-looking
statements that reflect our management's expectations with respect to future
events, our financial performance and business prospects. All statements other
than statements of historical fact are forward-looking statements. The use of
the words anticipate, believe, continue, could, estimate, expect,
intends, may, might, plan, possible, potential, predict,
project, should, would, and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. These statements involve known and unknown
risks, uncertainties, and other factors that may cause actual results or events
to differ materially from those anticipated or implied in such forward-looking
statements, including, without limitation, those described in the Company's
Annual Information Form for the year ended December 31, 2017 filed as Exhibit
99.3 to this Registration Statement. No assurance can be given that these
expectations will prove to be correct and such forward-looking statements in the
Exhibits incorporated by reference into this Registration Statement should not
be unduly relied upon. The Registrants forward-looking statements contained in
the Exhibits incorporated by reference into this Registration Statement are made
as of the respective dates set forth in such Exhibits. Such forward-looking
statements are based on the beliefs, expectations and opinions of management on
the date the statements are made. In preparing this Registration Statement, the
Registrant has not updated such forward-looking statements to reflect any change
in circumstances or in management's beliefs, expectations or opinions that may
have occurred prior to the date hereof. Nor does the Registrant assume any
obligation to update such forward-looking statements in the future. For the
reasons set forth above, investors should not place undue reliance on
forward-looking statements.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING
PRACTICES
The Registrant is permitted, under a multijurisdictional
disclosure system adopted by the United States, to prepare this report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Registrant prepares its financial statements, which
are filed with this report on Form 40-F in accordance with International
Financial Reporting Standards as issued by the International Accounting
Standards Board, and the audit is subject to Canadian auditing and auditor
independence standards.
PRINCIPAL DOCUMENTS
In accordance with General Instruction B.(1) of Form 40-F, the
Registrant hereby incorporates by reference Exhibits 99.1 through 99.130,
inclusive, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the
Registrant has filed the written consent of certain expert named in the foregoing
Exhibits as Exhibit 99.131, as set forth in the Exhibit
Index attached hereto.
TAX MATTERS
Purchasing, holding, or disposing of securities of the
Registrant may have tax consequences under the laws of the United States and
Canada that are not described in this registration statement on Form 40-F.
2
DESCRIPTION OF COMMON SHARES
The required disclosure is included under the heading
Capital Structure in the Registrants Annual Information Form
for the fiscal year ended December 31, 2017, attached hereto as Exhibit 99.3.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements.
CURRENCY
Unless otherwise indicated, all dollar amounts in this
Registration Statement on Form 40-F are in United States dollars.
CONTRACTUAL OBLIGATIONS
The following table lists, as of December 31, 2017, information
with respect to the Registrants known contractual obligations (in
thousands):
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Payments due by period
|
|
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Less than
|
|
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More than
|
Contractual Obligations
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Total
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1
year
|
1-3 years
|
3-5 years
|
5
years
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Long-Term Debt Obligations
|
--
|
--
|
--
|
--
|
--
|
Capital (Finance) Lease Obligations
|
--
|
--
|
--
|
--
|
--
|
Operating Lease Obligations
|
$244
|
--
|
$244
|
--
|
--
|
Purchase Obligations
|
$5,035
|
$5,035
|
--
|
--
|
--
|
Other Long-Term Liabilities Reflected on the Companys
Balance Sheet under the GAAP of the primary financial statements
|
--
|
--
|
--
|
--
|
--
|
Total
|
$
5,279
|
$
5,035
|
$
244
|
--
|
--
|
UNDERTAKING
The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to the securities registered pursuant to Form 40-F or
transactions in said securities.
3
CONSENT TO SERVICE OF PROCESS
The Registrant has concurrently filed a Form F-X in connection
with the class of securities to which this Registration Statement relates.
Any change to the name or address of the Registrant's agent for
service shall be communicated promptly to the Commission by amendment to the
Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
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TITAN MEDICAL INC.
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|
|
|
|
|
|
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By:
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/s/
Stephen Randall
|
|
|
Name: Stephen Randall
|
|
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Title: Chief Financial Officer
|
Date: June 11, 2018
4
EXHIBIT INDEX
The following documents are being filed with the Commission as
Exhibits to this Registration Statement:
Exhibit
|
|
Description
|
|
|
|
99.1
|
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Audited Financial Statements for the years ended December 31,
2017 and 2016
|
|
99.2
|
|
Management's Discussion and Analysis for the year ended December 31, 2017
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99.3
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|
Annual Information Form dated March 31, 2018
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99.4
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|
Certification of Annual Filings in connection with filing of MD&A and
Financial Statements by CEO dated February 13, 2018
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99.5
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|
Certification of Annual Filings in connection with filing of MD&A and
Financial Statements by CFO dated February 13, 2018
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99.6
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News Release dated January 3, 2017
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99.7
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News Release dated January 9, 2017
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99.8
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Material Change Report dated January 10, 2017
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99.9
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Material Change Report dated January 10, 2017
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99.10
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News Release dated January 25, 2017
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99.11
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News Release dated February 6, 2017
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99.12
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News Release dated March 7, 2017
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99.13
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News Release dated March 8, 2017
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99.14
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News Release dated March 9, 2017
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99.15
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Agency Agreement dated March 10, 2017
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99.16
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News Release dated March 10, 2017
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99.17
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News Release dated March 16, 2017
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99.18
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Warrant Indenture dated March 16, 2017
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99.19
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Material Change Report dated March 16, 2017
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99.20
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Material Change Report dated March 16, 2017
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99.21
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News Release dated March 17, 2017
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99.22
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News Release dated March 21, 2017
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99.23
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Certification of Annual Filings in connection with filing of Annual Information Form by CEO dated March 21, 2017
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99.24
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Certification of Annual Filings in connection with filing of Annual Information Form by CFO dated March 21, 2017
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99.25
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Management's Discussion and Analysis for the year ended December 31, 2016
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99.26
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Audited Financial Statements for the years ended December 31, 2016 and 2015
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99.27
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News Release dated March 23, 2017
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99.28
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Annual Information Form dated March 31, 2017
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99.29
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Certification of Annual Filings in connection with filing of Annual Information Form by CEO dated March 31, 2017
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99.30
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Certification of Annual Filings in connection with filing of Annual Information Form by CFO dated March 31, 2017
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5
Exhibit
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Description
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99.31
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News Release dated April 3, 2017
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99.32
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News Release dated April 24, 2017
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99.33
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News Release dated April 26, 2017
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99.34
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News Release dated April 28, 2017
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99.35
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News Release dated May 11, 2017
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99.36
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Unaudited Condensed Interim Financial Statements for the three months ended March 31, 2017 and 2016
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99.37
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Management's Discussion and Analysis for the three months ended March 31, 2017
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99.38
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Certification of Interim Filings by CEO dated May 11, 2017
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99.39
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Certification of Interim Filings by CFO dated May 11, 2017
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99.40
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News Release dated May 17, 2017
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99.41
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Notice of Annual and Special Meeting of Shareholders dated May 18, 2017
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99.42
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Management Information Circular dated May 18, 2017
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99.43
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Form of Proxy for Annual and Special Meeting of Shareholders to be held on June 15, 2017
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99.44
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Material Change Report dated June 2, 2017
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99.45
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News Release dated June 7, 2017
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99.46
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News Release dated June 9, 2017
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99.47
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News Release dated June 16, 2017
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99.48
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News Release dated June 19, 2017
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99.49
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News Release dated June 20, 2017
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99.50
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Agency Agreement dated June 26, 2017
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99.51
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News Release dated June 27, 2017
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99.52
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News Release dated June 29, 2017
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99.53
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Warrant Indenture dated June 29, 2017
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99.54
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Material Change Report dated June 29, 2017
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99.55
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News Release dated July 10, 2017
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99.56
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News Release dated July 21, 2017
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99.57
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Material Change Report dated July 25, 2017
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99.58
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News Release dated July 28, 2017
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99.59
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News Release dated August 1, 2017
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99.60
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Material Change Report dated August 1, 2017
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99.61
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News Release dated August 8, 2017
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99.62
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Unaudited Condensed Interim Financial Statements for the three and six
months ended June 30, 2017 and 2016
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99.63
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Management's Discussion and Analysis for the three
and six months ended June 30, 2017
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6
Exhibit
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Description
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99.64
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Certification of Interim Filings by CEO dated August 8, 2017
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99.65
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Certification of Interim Filings by CFO dated August 8, 2017
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99.66
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News Release dated August 22, 2017
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99.67
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News Release dated August 24, 2017
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99.68
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News Release dated September 5, 2017
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99.69
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Material Change Report dated September 8, 2017
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99.70
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News Release dated September 18, 2017
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99.71
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News Release dated September 25, 2017
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99.72
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News Release dated September 28, 2017
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99.73
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News Release dated October 20, 2017
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99.74
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|
News Release dated October 23, 2017
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99.75
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News Release dated October 26, 2017
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99.76
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News Release dated October 31, 2017
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99.77
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Material Change Report dated October 31, 2017
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99.78
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News Release dated November 6, 2017
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99.79
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News Release dated November 9, 2017
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99.80
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Unaudited Condensed Interim Financial Statements for the three and nine
months ended September 30, 2017 and 2016
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99.81
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|
Managements Discussion and Analysis for the three
and nine months ended September 30, 2017
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99.82
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Certification of Interim Filings by CEO dated November 9, 2017
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99.83
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Certification of Interim Filings by CFO dated November 9, 2017
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99.84
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News Release dated November 14, 2017
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99.85
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News Release dated November 15, 2017
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99.86
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News Release dated November 16, 2017
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99.87
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News Release dated November 17, 2017
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99.88
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News Release dated November 20, 2017
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99.89
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News Release dated November 23, 2017
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99.90
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Material Change Report dated November 24, 2017
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99.91
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Agency Agreement dated November 30, 2017
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99.92
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News Release dated December 1, 2017
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99.93
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News Release dated December 5, 2017
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99.94
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News Release dated December 6, 2017
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99.95
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Material Change Report dated December 6, 2017
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99.96
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News Release dated December 13, 2017
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99.97
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News Release dated December 20, 2017
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99.98
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News Release dated January 30, 2018
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7
Exhibit
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Description
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99.99
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News Release dated February 6, 2018
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99.100
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News Release dated February 13, 2018
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99.101
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News Release dated February 27, 2018
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99.102
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News Release dated March 1, 2018
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99.103
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News Release dated March 6, 2018
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99.104
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News Release dated March 7, 2018
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99.105
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News Release dated March 15, 2018
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99.106
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News Release dated March 15, 2018
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99.107
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News Release dated March 27, 2018
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99.108
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News Release dated March 29, 2018
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99.109
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Material Change Report dated April 2, 2018
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99.110
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Agency Agreement dated April 3, 2018
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99.111
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News Release dated April 3, 2018
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|
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99.112
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Certification of Annual Filings in connection with filing of Annual Information Form by CEO dated
March 31, 2018
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|
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99.113
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Certification of Annual Filings in connection with filing of Annual Information Form by CFO dated
March 31, 2018
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99.114
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News Release dated April
10, 2018
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|
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99.115
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Warrant Indenture dated
April 10, 2018
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99.116
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Material Change Report
dated April 10, 2018
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99.117
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Notice of Annual General
and Special Meeting and Record Date dated April 13, 2018
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99.118
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News Release dated April
16, 2018
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99.119
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News Release dated May 10,
2018
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99.120
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Unaudited Condensed
Interim Financial Statements for the three months ended March 31, 2018 and
2017
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99.121
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Management's Discussion and Analysis for the three months ended March
31, 2018
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|
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99.122
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Certification of Interim Filings by CEO
dated May 11, 2018
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99.123
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Certification of Interim Filings by CFO
dated May 11, 2018
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99.124
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Notice of Annual and Special Meeting of Shareholders
dated May 11, 2018
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99.125
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Management Information Circular dated May 11, 2018
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99.126
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News Release dated May 14,
2018
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99.127
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Material Change Report dated May 22, 2018
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99.128
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Form of Proxy for Annual and Special Meeting of
Shareholders to be held on June 14, 2018
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99.129
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News Release dated June 1,
2018
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99.130
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Material Change Report
dated June 5, 2018
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99.131
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Consent of BDO Canada LLP
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8
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