Titan Medical Announces Filing of Final Prospectus
November 01 2019 - 3:29PM
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”), is pleased to announce today that it has
filed and been receipted for a final short form prospectus (the
“Final Prospectus”) in connection with the previously
announced marketed offering (the “Offering”) of units of the
Company (the “Units”) at a price of US $0.45 per Unit for
minimum gross proceeds of US $15,000,000 and maximum gross proceeds
of US $25,000,000. Each Unit is comprised of one common share of
the Company (a “Common Share”) and one Common Share purchase
warrant of the Company (a “Warrant”). Each Warrant is
exercisable for one Common Share at a price of US $0.55, for a
period of 5 years following the first closing of the Offering.
The Offering will be undertaken on a best efforts basis pursuant
to the terms and conditions of an agency agreement entered into
between the Company and Bloom Burton Securities Inc. (the
“Agent”). The Units will also be offered for sale in the
United States, by or through one or more United States registered
broker-dealers appointed by the Agent as sub-agents. In connection
with the Offering, the Agent will be paid a cash commission equal
to 7.0% of the gross proceeds of the Offering and it will be issued
that number of non-transferable broker warrants exercisable for
Common Shares equal to 7.0% of the number of Units sold in the
Offering. The Agent has 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 US $0.36 per
Over-Allotment Warrant, exercisable in whole or in part at any time
and from time to time from the date of the agency agreement up to
30 days following the first 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 Final Prospectus has been filed in each of the provinces of
Ontario, British Columbia and Alberta, and a corresponding
registration statement on Form F-10 (the “Registration
Statement”) will be filed with the United States Securities and
Exchange Commission under the U.S.-Canada Multijurisdictional
Disclosure System.
The net proceeds of the Offering will be used to fund continued
development work in connection with the Company’s robotic surgical
system, as well as for working capital and other general corporate
purposes. Further details are disclosed in the Final Prospectus,
available at www.sedar.com and the Registration Statement,
available at www.sec.gov.
The Offering is subject to a number of customary conditions,
including, without limitation, receipt of all regulatory and stock
exchange approvals. This news release is not an offer of the Units
for sale in the United States. The Registration Statement has not
yet become effective. The Units may not be sold nor may offers to
buy be accepted in the United States prior to the time the
Registration Statement becomes effective. This news release shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the Units, in any province,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such province, state or jurisdiction.
About Titan
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 dual-view camera
system with 3D and 2D high-definition vision options 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.
Forward-Looking Statements
This news release contains “forward-looking statements” within
the meaning of applicable Canadian and U.S. securities laws. Such
statements reflect the current expectations of management of the
Company’s future growth, results of operations, performance and
business prospects and opportunities. 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, including with respect to the size of
the Offering, the granting of the over-allotment option, the
closing date of the Offering and the use of the net proceeds of the
Offering, 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 29, 2019 (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. Except as required by law, the
Company expressly disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new
information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20191101005576/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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