Titan Medical Announces Filing of Amended and Restated Preliminary Prospectus
November 17 2017 - 1:09PM
NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Titan Medical Inc. ("
Titan" or the
"
Company") (TSX:TMD) (OTCQB:TITXF) advises that it
has filed an amended and restated preliminary short-form prospectus
(the “
Amended Prospectus”) which amends its
preliminary short-form prospectus dated November 14, 2017 related
to the previously announced marketed offering (the
"
Offering") of units of the Company (the
"
Units") for minimum gross proceeds of
CDN$13,000,000 and maximum gross proceeds of CDN$15,000,000.
Pursuant to the Offering, Titan will issue Units at a price of CDN
$0.50 per Unit. 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 CDN
$0.60, for a period of 5 years following the closing of the
Offering.
The Offering will be undertaken on a best
efforts basis pursuant to the terms and conditions of an agency
agreement to be entered into between the Company and Bloom Burton
Securities Inc. (the "Agent"). 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 (in each case excluding any Units sold to certain excluded
subscribers). The Company has granted the Agent an option,
exercisable in whole or in part at any time and from time to time
on the first Closing Date or for a period of 30 days following the
first Closing Date, to offer for sale such number of additional
Units (the “Over–Allotment Units”) and/or Warrants
(the “Over-Allotment Warrants”) as is equal to 15%
of the number of Units issued under the Offering, solely to cover
over-allotments, if any, and for market stabilization purposes.
The Amended Prospectus has been filed in each of
the provinces of Ontario, British Columbia and Alberta pursuant to
National Instrument 44-101 - Short Form Prospectus Distributions.
In addition, the Units may also be offered for sale in the United
States, by or through United States registered broker-dealers
appointed by the Agent as sub-agents, and in certain offshore
jurisdictions, in each case under available exemptions from the
prospectus and registration requirements of applicable securities
laws.
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. Please see "Use of Proceeds" in the Amended Prospectus,
which is available under the Company’s profile at www.sedar.com,
for further details of the use of Net Proceeds.
The Common Shares are listed on the Toronto
Stock Exchange (the "TSX") under the symbol "TMD".
An application will be made to list the Common Shares issuable
under the Offering for trading on the TSX. Listing will be subject
to the Company fulfilling all of the requirements of the TSX.
About Titan
Titan 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 the listing of the Common Shares on the TSX
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 31, 2017 (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.
CONTACT INFORMATION
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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