Titan Medical (NASDAQ:TMDI)
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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 today that it has priced its previously announced overnight
marketed offering (the “Offering”) of units of the Company (the “Units”).
Pursuant to the Offering, Titan will issue Units at a price of US $3.40
per Unit for total gross proceeds of a minimum of US$20,000,000 and a
maximum of US$25,000,000. 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 US $4.00, for a period of 5 years
following the closing of the Offering.
A preliminary short form prospectus dated March 5, 2019 (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 and a corresponding registration
statement on Form F-10 (the “Registration Statement”) has been
filed with the United States Securities and Exchange Commission under
the U.S.-Canada Multijurisdictional Disclosure System, each in respect
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) 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. 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. 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.
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
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
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
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.
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190306005471/en/
LHA Investor RelationsKim Sutton Golodetz(212) firstname.lastname@example.orgBruce