Click here to read the full press release. Source: Market Wired – March 31, 2016
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Titan Medical Inc. (“Titan” or the “Company”) (TSX: TMD)(OTCQX: TITXF) is pleased to announce that it closed the previously announced public offering (the “Offering“) earlier today pursuant to an agency agreement (the “Agency Agreement“) dated March 24, 2016 between the Company and Bloom Burton & Co. Limited (the “Agent“). The Company sold 15,054,940 units (each, a “Unit“) under the Offering at a price of CDN $1.00 per Unit for gross proceeds of CDN $15,054,940.
Each Unit consists of one common share (each, a “CommonShare“) of the Company and one Common Share purchase warrant (each, a “Warrant“). Each whole Warrant entitles the holder thereof to acquire one Common Share at an exercise price of CDN $1.20 for a period of 60 months following today’s date (the “Closing Date“). The Common Shares sold under the Offering will be listed and posted for trading on the Toronto Stock Exchange (the “TSX“) under the symbol TMD at the opening on March 31, 2016. The Company has also received conditional approval from the TSX to list the Warrants under the symbol TMD.WT.H. Trading in the Warrants will be subject to the fulfilment of customary listing requirements and is expected to commence on or about April 1, 2016.
The Units were qualified for sale by way of a prospectus supplement dated March 24, 2016 to the Company’s short form base shelf prospectus dated August 18, 2015 (together, the “Prospectus“), which has been filed in the Provinces of British Columbia, Alberta and Ontario.
The Company intends to use the net proceeds from the Offering to initiate optimization trials and cadaver labs, and for working capital and other general corporate purposes.
Roth Capital Partners acted as special selling group member in connection with the Offering.
For further details regarding the Offering, please see the Company’s press releases dated March 21, 2016, March 22, 2016, and March 24, 2016, the Agency Agreement and the Prospectus, copies of which are available under the Company’s profile at www.sedar.com.
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.
Related Party Transaction
An aggregate of 191,000 Units were issued to an insider of the Company under the Offering for gross proceeds of $191,000. 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 launch and the close of the Offering.
About Titan Medical Inc.
Titan Medical Inc. 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 incorporates a 3D high-definition vision system and multi-articulating instruments for performing MIS procedures through a single incision. The surgical system also includes a surgeon workstation that provides a 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, gynecologic, and urologic indications. For more information, visit the Company’s website at www.titanmedicalinc.com.
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. Such statements include, but are not limited to, statements regarding receipt of applicable regulatory approvals, the estimated Warrant listing date and the proposed use of 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 30, 2016 (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.