Titan Medical Announces Overnight Marketed Offering of Units
March 05 2019 - 4:29PM
Business Wire
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”), announced today that it has filed and been
receipted for a preliminary short form prospectus (the
“Preliminary Prospectus”) with securities regulators in the
provinces of Ontario, British Columbia and Alberta. Titan has also
filed 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. Each of these filings is in connection with a
proposed marketed offering of units (the “Units”) of the
Company (the “Offering”) for total gross proceeds of a
minimum of US$20,000,000 and a maximum of US$25,000,000. The
Preliminary Prospectus and Registration Statement are subject to
completion and amendment.
Bloom Burton Securities Inc. (the “Agent”) has been
engaged as the Company’s agent for the Offering and the Agent has
appointed Northland Securities, Inc. as sub-agent with respect to
the offer and sale of the Units in the United States.
Each Unit will be comprised of one common share of the Company
and one common share purchase warrant (a “Warrant”). The
Offering will be undertaken on a “best efforts” agency basis. The
Company also expects to grant to the Agent a 30-day over-allotment
option to sell up to an additional 15% of the number of Units
and/or Warrants offered in the Offering. The type of security to be
distributed, the number of Units to be distributed, the price of
each Unit and the exercise price and term of each Warrant will be
determined by negotiation between the Company and the Agent in the
context of the market with final terms to be determined at the time
of pricing.
It is expected that closing of the Offering will occur on or
about March 21, 2019, or such other date or dates as the Company
and the Agent may agree.
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 Preliminary
Prospectus, available at www.sedar.com
and the Registration Statement, available at www.sec.gov.
The Offering is subject to a number of customary conditions,
including, without limitation, receipt of all regulatory and stock
exchange approvals. The Registration Statement has not yet become
effective. The Units may not be sold nor may offers to buy be
accepted in the United States prior to the time the Registration
Statement becomes effective. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Units, in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such province, state or jurisdiction.
About Titan
Titan Medical Inc. is focused on computer-assisted robotic
surgical technologies for application in MIS. The Company is
developing the SPORT Surgical System, a single-port robotic
surgical system 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 initially to 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 size of
the Offering, the granting of the over-allotment option, 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
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.
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LHA Investor RelationsKim Sutton Golodetz(212)
838-3777kgolodetz@lhai.comorBruce Voss(310)
691-7100bvoss@lhai.com