Titan Medical Announces Closing of Previously Announced Public Offering
August 10 2018 - 1:54PM
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 the closing of its previously announced public offering
(the “
Offering”) pursuant to an agency agreement
dated August 7, 2018 between the Company and Bloom Burton
Securities Inc. (the “
Agent”).
The Company completed the closing of the
Offering on August 10, 2018 and issued 7,679,574 units (the
“Units”) for gross proceeds of US $19,198,935.
Each Unit was issued at a price of US $2.50 per Unit and is
comprised of one common share of the Company (a “Common
Share”) and one warrant entitling the holder to purchase
one Common Share at a price of US $3.20 until expiry on August 10,
2023.
The Common Shares sold and issued in connection
with the closing were listed and posted for trading on the Toronto
Stock Exchange under the symbol TMD and on the NASDAQ Capital
Market under the symbol “TMDI” at the opening on August 10,
2018.
The Units were qualified for sale by way of a
prospectus dated August 7, 2018 (the “Prospectus”)
filed by the Company in each of the provinces of Ontario, British
Columbia and Alberta, and a corresponding registration statement on
Form F-10 (the “Registration Statement”) with the
United States Securities and Exchange Commission under the
U.S.-Canada Multijurisdictional Disclosure System. The Units were
offered for sale in the United States through Northland Capital
Markets, who was appointed by the Agent as a sub-agent. Northland
Capital Markets is a division of Northland Securities, Inc., member
FINRA/SIPC.
The net proceeds of the Offering 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. Further details are disclosed in the
Prospectus, available at www.sedar.com and the Registration
Statement, available at www.sec.gov.
Related Party Transaction
An aggregate of 5,000 Units were issued to an
insider of the Company under the Offering for gross proceeds of US
$12,500. The insider subscription constitutes a “related party
transaction” pursuant to Multilateral Instrument 61‐101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61‐101”). In completing the insider subscription, the
Company relied on the exemptions from the formal valuation and
minority shareholder approval requirements of MI 61‐101 set forth
in sections 5.5(a) and 5.7(a) of MI 61‐101, as the aggregate value
of the insider subscription does not exceed 25% of the market
capitalization of the Company. The Company did not file a material
change report more than 21 days before the expected closing of the
Offering due to the limited time between the commitment by the
insider to purchase the subject Units and the closing.
About Titan
Titan is focused on research and development
through to the planned commercialization of computer-assisted
robotic surgical technologies for application in MIS. 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” 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 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 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. 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.
Contact Information
LHA Investor Relations
Kim Sutton Golodetz(212)
838-3777kgolodetz@lhai.com orBruce Voss(310) 691-7100
bvoss@lhai.com
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