Titan Medical Inc (TMDIF)

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Titan Medical Inc. Announces Terms of Overnight Marketed Equity OfferingFont size: A | A | A
10:00 AM ET 2/5/16 | Marketwired
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 today that the Company has priced its previously announced overnight marketed offering of equity securities (the "Offering"). Pursuant to the Offering, Titan will issue an aggregate of up to 8,888,889 units of the Company ("Units") at a price of C$0.90 per Unit (the "Offering Price") for aggregate gross proceeds of approximately C$8,000,000. Each Unit is comprised of one common share of the Company (a "Common Share") and one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable at a price of C$1.00 and entitles the holder thereof to acquire one common share of the Company (a "Warrant Share") for a period of 5 years following the closing of the Offering.

The Offering will be conducted 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 & Co. Limited (the "Agent"). 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 Units equal to 7% of the number of Units sold in the Offering (in each case excluding any Units sold to certain excluded subscribers). The Company will also grant the Agent an over-allotment option to offer for sale that number of additional Units and/or Warrants equal to 15% of the Units sold under the Offering, at the Offering Price, exercisable at any time up to 30 days after the closing of the Offering.

The Company expects to close the Offering on or about February 12, 2016. The Offering is subject to satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals (and including approval of the Toronto Stock Exchange). The Offering is to be effected in each of the provinces of British Columbia, Alberta and Ontario by way of a prospectus supplement to Titan's base shelf prospectus dated August 18, 2015. In addition, the Units may also be offered for sale in the United States, by or through a United States registered broker-dealer appointed by the Agent as sub-agent, and in certain offshore jurisdictions, in each case under available exemptions from the prospectus and registration requirements of applicable securities laws.

The net proceeds of the Offering will be used to fund continued development work in connection with the Company's SPORT(TM) Surgical System, as well as for working capital and other general corporate purposes.

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.