Titan Medical Announces Completion of 1-for-30 Reverse Stock Split
June 19 2018 - 7:15AM
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, announces
that it has completed the previously announced consolidation (the
“Consolidation”) of its outstanding common shares (the “Common
Shares”) on the basis of the ratio of 1 post-Consolidation Common
Share for 30 pre-Consolidation Common Shares. The Consolidation
took effect prior to the opening of trading on Tuesday, June 19,
2018 and is being undertaken in connection with Titan’s application
to list its Common Shares on the Nasdaq Stock Market LLC
(“Nasdaq”).
Effect on Outstanding Common
Shares
The Company’s Common Shares continue to trade
under its existing symbol, TMD, on the Toronto Stock Exchange (the
“TSX”). Immediately prior to Consolidation, there were 419,888,311
Common Shares issued and outstanding and immediately following the
Consolidation, there are 13,996,277 Common Shares issued and
outstanding, subject to rounding for any fractional shares. No
fractional shares were issued as a result of the Consolidation.
Fractional interests of 0.5 or greater will be rounded up to the
nearest whole number of shares and fractional interests of less
than 0.5 will be rounded down to the nearest whole number of
shares.
Shareholder Authorization
The Consolidation was approved by special
resolution of the shareholders of the Company (the “Special
Resolution”) at the annual and special meeting of shareholders on
June 14, 2018 (the “Meeting”). The Special Resolution was approved
by 88.08% of votes at the Meeting.
Registered Holders.
Registered shareholders holding certificates
representing Common Shares have been mailed a letter of transmittal
advising of the share consolidation and instructing them to
surrender their share certificates representing pre-Consolidation
Common Shares to Computershare Investor Services Inc. for
replacement certificates or direct registration advice representing
their post-Consolidation Common Shares. Until surrendered for
exchange, following the date hereof, each share certificate
formerly representing pre-Consolidation Common Shares will be
deemed to represent, in lieu of the number of pre-Consolidation
shares imprinted on the certificate, the number of whole
post-Consolidation Common Shares to which the holder is entitled as
a result of the 1:30 Consolidation.
Holders of Common Shares of the Company who hold
uncertificated Common Shares (that is Common Shares held in
book-entry form and not represented by a physical share
certificate), either as registered holders or beneficial owners,
will have their existing book-entry account(s) electronically
adjusted by the Company’s transfer agent or, for beneficial
shareholders, by their brokerage firms, banks, trusts or other
nominees that hold in street name for their benefit. Such holders
do not need to take any additional actions to exchange their
pre-Consolidation Common Shares for post-Consolidation Common
Shares.
Non-Registered Holders.
Beneficial shareholders holding their Common Shares through a bank,
broker or other nominee should note that such banks, brokers or
other nominees may have different procedures for processing the
consolidation than those that have been put in place by the Company
for registered shareholders. If you hold your Common Shares with
such a bank, broker or other nominee, and if you have questions in
this regard, you are encouraged to contact your nominee.
The Company currently anticipates that, subject
to the receipt of all required approvals, its Common Shares will
begin trading on the Nasdaq before the end of June 2018. The
listing of the Company’s Common Shares on the Nasdaq remains
subject to the approval of that exchange and the satisfaction of
all applicable listing requirements.
Convertible Securities. The
exercise or conversion price and/or the number of Common Shares
issuable under outstanding convertible securities, including
warrants and stock options, exercisable for, or convertible or
exchangeable into, pre‐Consolidation Common Shares (“Convertible
Securities”) that have not been exercised or cancelled prior to the
date hereof will be proportionately adjusted pursuant to the terms
thereof based on the same exchange ratio described above and each
holder of pre‐Consolidation Convertible Securities will become
entitled to receive post‐Consolidation Common Shares pursuant to
such adjusted terms, where required and subject to TSX
approval. The trading symbol for listed warrants will not
change due to the proposed share consolidation.
About Titan Medical Inc.
Titan Medical Inc. is focused on research and
development through to the planned commercialization of
computer-assisted robotic surgical technologies for application in
minimally invasive surgery. The Company is developing the SPORT
Surgical System, a single-port robotic surgical system. The SPORT
Surgical System is 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 focused surgical
indications for the SPORT Surgical System, which may include one or
more of gynecologic, urologic, colorectal or general abdominal
procedures.
For more information, please visit the Company’s
website at www.titanmedicalinc.com.
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. 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, 2018 (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.
Contacts:
LHA Investor Relations Kim Sutton Golodetz(212)
838-3777kgolodetz@lhai.com orBruce Voss(310)
691-7100bvoss@lhai.com
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