Titan Medical Announces US$18.0 Million Registered Direct Offering Priced At-the-Market
June 08 2020 - 9:24AM
Business Wire
Satisfies a Condition of the Medtronic
Development and License Agreement
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 entered into definitive agreements with a single
healthcare-focused institutional investor that provide for the
purchase and sale of 18,000,000 common shares of the Company (the
“Common Shares”) (or Common Shares equivalents) at a per
share purchase price of US$1.00 per Common Share and 9,000,000
Common Share purchase warrants (each, a "Warrant"), in a
registered direct offering priced at-the-market under Nasdaq rules,
resulting in total gross proceeds of approximately $18.0 million.
Each whole Warrant is exercisable to purchase one Common Share (a
"Warrant Share") at an exercise price of $1.00 per Common
Share for a period of four years following the date of closing of
the offering.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The closing of the sale of the securities is expected to occur
on or about June 10, 2020, subject to the satisfaction of customary
closing conditions including required approvals from the Toronto
Stock Exchange (“TSX”). Titan intends to use the net
proceeds from the offering for general corporate purposes
including: resuming the development of its single-port robotic
surgical system, instruments and accessories; funding working
capital (including the reduction of outstanding payables); and
capital expenditures. The receipt of the proceeds will satisfy
Milestone 2 of the previously announced Medtronic Development and
License Agreement, which pursuant to that agreement shall be
reached when Titan successfully raises at least $18M of capital
between the Effective Date and four (4) months from the Development
Start Date, and provides sufficient documentation of the same to
Medtronic.
The Common Shares, the Warrants and the Warrant Shares are being
offered and sold in the registered direct offering by Titan
pursuant to a "shelf" registration statement on Form F-3
(Registration No. 333-232898), including a base prospectus,
previously filed with and declared effective by the Securities and
Exchange Commission (the “SEC”) on August 2, 2019. The
offering of the securities will be made only by means of a
prospectus supplement that forms a part of the registration
statement to be dated on or about June 9, 2020. The prospectus
supplement will be filed with the SEC and will be available on the
SEC's website located at http://www.sec.gov. Electronic copies of
the prospectus supplement and accompanying base prospectus may also
be obtained, when available, by contacting H.C. Wainwright &
Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by
phone at 646-975-6996 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these 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,
and no securities will be offered or sold to residents of
Canada.
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 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 Report
for the year ended December 31, 2019 (which may be viewed at
www.sedar.com and 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200608005380/en/
Stephen Randall Chief Financial Officer 416-548-7522
stephen@titanmedicalinc.com
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