Titan Medical Announces Common Share Purchase Agreement With Aspire Capital Fund of up to US$35 Million
August 29 2019 - 5:25PM
Business Wire
Titan Medical Inc. (“Titan” or the “Company”) (TSX: TMD)
(Nasdaq: TMDI), a medical device company focused on the design,
development and commercialization of a robotic surgical system for
application in minimally invasive surgery (“MIS”), announces that
it has entered into a Common Share Purchase Agreement (the
“Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) where
Aspire Capital has committed to purchase up to US$35.0 million of
common shares of Titan at Titan’s request from time to time, until
February 28, 2022. On commencement of the Agreement, Titan will
immediately sell to Aspire Capital 1,777,325 common shares at a
price of US$1.6879 per share for gross proceeds of US$3.0
million.
- Other terms of the Agreement provide that:
- Titan will control the timing and amount of the sale of its
common shares to Aspire Capital. On any business day, Titan shall
have the right to direct Aspire Capital to purchase up to 100,000
common shares with a value not exceeding US$500,000.
- The purchase price shall be equal to the lesser of: (i) the
lowest sale price of the common shares on Nasdaq on the purchase
date, or (ii) the average of the three lowest closing sale prices
of the common shares on Nasdaq during the 10 business days prior to
the purchase date.
- In addition to the regular purchases, Titan shall also have the
right to require Aspire Capital to purchase up to an additional 30%
of the trading volume of the common shares for the next business
day at a purchase price equal to the lesser of: (i) the closing
sale price of the common shares on Nasdaq on the purchase date, or
(ii) 97% of the next business day’s volume weighted average price
on Nasdaq (each such purchase, a “VWAP Purchase”). In no event
shall the purchase price for a VWAP Purchase be lower than the
maximum allowable discount allowed by the Toronto Stock Exchange
(the “TSX”).
- Titan shall have the right, in its sole discretion, to
determine a maximum number of common shares and set a minimum
market price threshold for each VWAP Purchase and there are no
limits on the number of VWAP Purchases that Titan may require.
- Aspire Capital will not be allowed to own more than 9.99% of
the issued and outstanding common shares of the Company at any time
without approval of the TSX.
- The total number of common shares that may be issued under the
Agreement shall not exceed 24.99% of the Company’s outstanding
common shares as of the date of the Agreement unless the Company
obtains shareholder approval in accordance with the rules of Nasdaq
and the TSX.
- In no event shall the purchase price for any common shares
issuable under the Agreement be lower than the maximum allowable
discount permitted by the TSX.
- There are no warrants, derivatives, or other share classes
associated with this Agreement.
Under the terms of the Agreement, Titan will immediately issue
639,837 common shares to Aspire Capital as a commitment fee (the
“Commitment Shares”).
Any sale of common shares by Aspire Capital is expected to be
made to arm’s length parties. There are no rights of first refusal,
participation rights, penalties or liquidated damages in the
Agreement. Titan maintains the right to terminate the Agreement at
any time, at its discretion, without any additional cost or
penalty.
Northland Securities, Inc. acted as the Company’s agent and
financial advisor in connection with the offering. Titan has filed
a prospectus supplement (the “Prospectus Supplement”) to the
Company’s Form F-3 shelf registration statement (File No.
333-232898), which was declared effective on August 2, 2019 by the
U.S. Securities and Exchange Commission, qualifying the offer and
sale of common shares to Aspire Capital (including the Commitment
Shares).
Under the Agreement, no common shares will be sold by Aspire
Capital on the TSX or on other trading markets in Canada. The TSX
has conditionally approved the issuance of common shares pursuant
to the Agreement, and Nasdaq has authorized the listing of the
common shares and Commitment Shares.
A copy of the Prospectus Supplement is available on EDGAR at
www.sec.gov or may be obtained upon request to Titan at the
following address:
170 University Avenue, Suite 1000 Toronto, Ontario M5H 3B3
Canada Tel: (416) 548-7522 E-mail: info@titanmedicalinc.com
This press release does not constitute an offer to sell or the
solicitation of any offer to purchase any securities, nor will
there be any sale of any securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Titan Medical Inc.
Titan Medical Inc. is focused on computer-assisted robotic
surgical technologies for application in MIS. The Company is
developing a single-port robotic surgical system comprised of a
surgeon-controlled patient cart that includes a 3D high-definition
vision system and multi-articulating instruments for performing MIS
procedures, and a surgeon workstation that provides an advanced
ergonomic interface to the patient cart and a 3D endoscopic view
inside the patient’s body. Titan intends to initially pursue
gynecologic surgical indications for use of its single-port robotic
surgical system.
For more information, please visit the Company’s website at
www.titanmedicalinc.com and on EDGAR at www.sec.gov.
Forward-Looking Statements
This news release contains “forward-looking statements” which
reflect the current expectations of management of the Company’s
future growth, results of operations, performance and business
prospects and opportunities including statements concerning timing
for filing the prospectus supplement, mechanics surrounding pricing
and drawdowns on the facility, sales of common shares by Aspire and
selling of shares on the TSX. Wherever possible, words such as
“may”, “would”, “could”, “will”, “shall”, “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, and
include, without limitation, statements regarding: our continued
eligibility to use the Form F-3 shelf registration statement; our
ability to raise additional capital through the sale of common
shares to Aspire Capital. 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 29,
2019 (which may be viewed at www.sedar.com and at www.sec.gov).
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 current or prospective
investors that actual results, performance or achievements will be
consistent with these forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20190829005769/en/
LHA Investor Relations Kim Sutton Golodetz (212) 838-3777
kgolodetz@lhai.com or Bruce Voss (310) 691-7100 bvoss@lhai.com
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