Titan Medical Inc. (“
Titan”) (TSX: TMD; OTC: TMDIF) is
pleased to announce that Conavi Medical Inc. (“
Conavi”) has
received the requisite shareholder approval required to proceed
with the proposed combination of Titan and Conavi (the
“
Amalgamation”) in an all-stock transaction (the
“
Transaction”). This Transaction will constitute a reverse
takeover of Titan.
The Conavi shareholder approval of the
Amalgamation was obtained at a special meeting of its shareholders
(the “Conavi Special Meeting”) held today, September 26,
2024. 100% of the shares voted at the Conavi Special Meeting, were
voted in favor of the proposal to approve the Amalgamation.
"We would like to thank our shareholders for
their continued trust and support,” commented Tom Looby, Chief
Executive Officer of Conavi. “This vote underscores their
confidence in the Amalgamation with Titan and the exciting
commercial path we have set for the future of our proprietary
Novasight Hybrid™ System, the first technology platform to combine
both IVUS and OCT to enable simultaneous and co-registered imaging
of coronary arteries.”
“The completion of the Conavi shareholder
approval is another important step in the process to close the
Transaction” said Paul Cataford, Titan’s Interim CEO and Board
Chairman. “Such a high approval for all shareholder resolutions is
demonstrative of a high level of commitment and engagement for the
shareholder base of a combined company”.
The completion of the Transaction remains
subject to, among other things, satisfaction of the requirements in
the TSX Venture Exchange’s (“TSXV”) conditional approval
letter and the closing conditions described in the Amalgamation
Agreement, as amended, including completion of Conavi’s concurrent
private placement financing transaction (the “Concurrent
Financing”) and the approval of Titan’s shareholders.
As previously announced on September 16 and
September 19, 2024, independent proxy advisors, Institutional
Shareholder Service (ISS) and Glass, Lewis & Co., have
recommended that Titan’s shareholders vote FOR the
Amalgamation.
Titan Shareholder Meeting
Titan will hold its annual general and special
meeting of shareholders (the “Meeting”) on September 30,
2024, at 4:00 p.m. Eastern Time via audio webcast at
https://web.lumiagm.com/449188251. Shareholders of record as of
August 26, 2024 will have the ability to vote and to participate in
the virtual meeting as explained in the joint management
information circular in respect of the Transaction dated August 30,
2024 and which may be viewed at www.sedarplus.com (the
“Circular”).
This vote is important. Shareholders will be
asked to approve the Transaction. Closing of the Transaction will
provide Shareholders the opportunity to participate in a new
venture with strong institutional backing, newly invested cash, new
management, new products, and new technology. Closing of the
Transaction is conditional on the approval of all resolutions by
Titan shareholders.
Titan shareholders are encouraged to review the
Circular carefully and to vote in advance of the voting deadline of
4:00 p.m. Eastern Time on September 26, 2024.
Shareholder Questions
Shareholders are reminded that a webcast archive
of the SHAREHOLDER QUESTION AND ANSWER SESSION, which took place on
September 19, 2024, is accessible here.
Shareholders who have any questions about the
Meeting, or require assistance with voting, may contact Shorecrest
Group by telephone at 1-888-637-5789 or by email
at contact@shorecrestgroup.com.
VOTE TODAY
Don’t Delay. Your vote matters no matter how
many shares you own. Please vote by 4:00 pm Eastern Time
TODAY.
About Titan Medical
Titan Medical Inc. (TSX: TMD; OTC: TMDIF), a
medical technology company incorporated under the Business
Corporations Act (Ontario) and headquartered in Toronto, Ontario,
has developed an expansive patent portfolio related to the
enhancement of robotic assisted surgery (RAS), including through a
single access point, and is currently focused on evaluating new
opportunities to further develop and license its intellectual
property.
About Conavi Medical
Conavi Medical Inc. is a privately-owned company
focused on designing, manufacturing, and marketing imaging
technologies to guide common minimally invasive cardiovascular
procedures. Its patented Novasight Hybrid™ System is the first
system to combine both IVUS and OCT to enable simultaneous and
co-registered imaging of coronary arteries. The Novasight Hybrid
System has 510(k) clearance from the U.S. Food and Drug
Administration; and regulatory approval for clinical use from
Health Canada, China’s National Medical Products Administration,
and Japan’s Ministry of Health, Labor and Welfare. For more
information, visit http://www.conavi.com/.
Cautionary Statement Regarding
Forward-Looking Information
This news release contains “forward-looking
statements” within the meaning of applicable Canadian and U.S.
securities laws, which reflect the current expectations of
management of Titan’s future growth, results of operations,
performance and business prospects and opportunities.
Forward-looking statements are frequently, but not always,
identified by words such as “may”, “would”, “could”, “will”,
“anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”,
“potential for” and similar expressions, although these words may
not be present in all forward-looking statements. Forward-looking
statements that appear in this release may include, without
limitation, references to: the continued work of Titan and Conavi
towards the completion of the Transaction, the completion of the
Concurrent Financing and the expected date of the Meeting.
These forward-looking statements reflect
management’s current beliefs with respect to future events, and are
based on information currently available to management that, while
considered reasonable by management as of the date on which the
statements are made, are inherently subject to significant
business, economic and competitive uncertainties and contingencies
which could result in actions, events, conditions, results,
performance or achievements to be materially different from those
projected in the forward-looking statements. Forward-looking
statements involve significant risks, uncertainties and assumptions
and many factors could cause Titan’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. Such factors and assumptions
include, but are not limited to, Titan’s ability to retain key
personnel; its ability to execute on its business plans and
strategies; its ability to continue to license some or all its
intellectual property to third parties and receive any material
consideration; the receipt of required approvals from the TSXV and
Titan’s shareholders in connection with the Transaction or change
of listing or as to the success of Conavi’s Concurrent Financing
(or the terms upon which such financing may be available if at all)
and other factors listed in the “Risk Factors” section of Titan’s
Annual Information Form for the fiscal year ended December 31, 2023
and in the Circular (each of which may be viewed at
www.sedarplus.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 and Titan has
attempted to identify important factors that could cause actual
actions, events, conditions, results, performance or achievements
to differ materially from those described in forward-looking
statements, Titan cannot assure prospective investors that actual
results, performance or achievements will be consistent with these
forward-looking statements. Except as required by law, Titan
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. Accordingly, investors
should not place undue reliance on forward-looking statements. All
the forward-looking statements are expressly qualified by the
foregoing cautionary statements.
Contacts
Titan Medical Inc.Chien HuangChief Financial
Officer investors@titanmedicalinc.com
Conavi Medical Inc.Stephen KilmerInvestor
Relations(647) 872-4849
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Jeannie Lee
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