Titan Medical Inc. Announces Closing of Public Offering
TORONTO, ON --(Marketwired - 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 todays 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 patients 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 Companys website at www.titanmedicalinc.com.
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