Titan Medical Announces Closing of US$18.0 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules
June 11 2020 - 1:24PM
Business Wire
Titan Medical Inc. (“Titan” or the
“Company”) (TSX:TMD) (Nasdaq:TMDI), a medical
device company focused on the design and development of single-port
robotic surgical technologies, is pleased to announce today that it
closed its previously announced registered direct offering priced
at-the-market under Nasdaq rules for the purchase and sale of
18,000,000 common shares of the Company (the “Common
Shares”) or Common Shares equivalents at a price of US$1.00 per
Common Share or Common Share equivalent and 9,000,000 Common Share
purchase warrants (each, a “Warrant”), resulting in total
gross proceeds to the Company of approximately US$18.0 million.
Each whole Warrant is exercisable to purchase one Common Share (a
“Warrant Share”) at an exercise price of US$1.00 per Common
Share for a period of four years.
Each Common Share equivalent consists of one pre-funded warrant
(“Pre-Funded Warrant”) and each Pre-Funded Warrant is
exercisable for one Common Share at an exercise price of $0.0001
per share and will expire when exercised in full. The Pre-Funded
Warrants were issued to those purchasers whose purchase of Common
Shares in the offering would result in the purchaser, together with
its affiliates and certain related parties, beneficially owning
more than 4.99% (or, at the election of the Purchasers, 9.99%) of
the outstanding Common Shares following the consummation of the
offering.
H.C. Wainwright & Co. acted as the exclusive placement agent
for the offering.
Titan intends to use the net proceeds from the offering for
general corporate purposes including: resuming the development of
its single-port robotic surgical system, instruments and
accessories; funding working capital (including the reduction of
outstanding payables); and capital expenditures. The receipt of the
proceeds satisfies Milestone 2 of the previously announced
development and license agreement with Medtronic, which requires
Titan to raise at least $18M of capital before four months from the
commencement of the development program under the agreement.
The Common Shares, the Warrants, and the Warrant Shares were
offered and sold in the registered direct offering by Titan
pursuant to a “shelf” registration statement on Form F-3
(Registration No. 333-232898), including a base prospectus,
previously filed with and declared effective by the Securities and
Exchange Commission (the “SEC”) on August 2, 2019. A
prospectus supplement that forms a part of the registration
statement dated June 8, 2020 was filed with the SEC and is
available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the prospectus supplement and accompanying
base prospectus may also be obtained by contacting H.C. Wainwright
& Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022,
by phone at 646-975-6996 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction,
and no securities have or will be offered or sold to residents of
Canada.
The Toronto Stock Exchange (“TSX”) has confirmed that the
Company qualifies as an “Eligible Interlisted Issuer” pursuant to
Section 602.1 of the TSX Company Manual which provides that the TSX
will not apply certain of its requirements to issuers whose shares
are listed on another recognized stock exchange such as the Nasdaq
Capital Market. The TSX has determined to accept notice of the
offering and has conditionally approved for listing up to an
additional 28,260,000 Common Shares.
About Titan
Titan Medical Inc. is focused on robotic-assisted technologies
for application in minimally invasive surgery (“MIS”). Titan
is developing a single-port robotic surgical system comprised of a
surgeon-controlled patient cart that includes a dual-view camera
system with 3D and 2D high-definition vision systems and
multi-articulating instruments for performing MIS procedures, and a
surgeon workstation that provides an ergonomic interface to the
patient cart and a 3D high-definition endoscopic view of the MIS
procedure. Titan intends to initially pursue gynecologic surgical
indications for use of its single-port robotic surgical system.
For more information, visit 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
Report for the year ended December 31, 2019 (which may be viewed at
www.sedar.com and www.sec.gov). 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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version on businesswire.com: https://www.businesswire.com/news/home/20200611005802/en/
Stephen Randall Chief Financial Officer 416-548-7522
stephen@titanmedicalinc.com
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