Titan Medical Announces Pricing of Marketed Offering of Units
March 07 2018 - 9:19AM
Titan Medical Inc.
(“Titan” or the
“Company”)
(TSX:TMD) (OTCQB:TITXF), 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
priced its previously announced marketed offering (the
“
Offering”) of units of the Company (the
“
Units”). Pursuant to the Offering, Titan will
issue Units at a price of CDN $0.30 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 $0.35, 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).
A preliminary short form prospectus in respect
of the Offering dated March 6, 2018 (the “Preliminary
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 Company intends to file an amended and restated
preliminary short form prospectus (the “Amended and
Restated Preliminary Prospectus”) with the securities
regulatory authorities in each of the provinces of Ontario, British
Columbia and Alberta, to provide additional details concerning the
Offering, including pricing information.
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 Preliminary
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. 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 receipt of applicable regulatory approvals and
the timing thereof, the filing of the Amended and Restated
Preliminary Prospectus, 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 RelationsKim Sutton Golodetz(212)
838-3777kgolodetz@lhai.com
or
Bruce Voss(310) 691-7100bvoss@lhai.com
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