Titan Medical Inc (TMDIF)

[FISH21049]

Titan Medical Announces New Common Share Purchase Agreement With Aspire Capital Fund of up to US$35 Million

Business Wire Business Wire•December 23, 2019

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"), announces that it has entered into a Common Share Purchase Agreement (the "Agreement") with Aspire Capital Fund, LLC ("Aspire Capital") where Aspire Capital has committed to purchase up to US$35.0 million of common shares of Titan at Titan’s request from time to time, until June 23, 2022. This new Agreement replaces the prior Common Share Purchase Agreement announced on August 29, 2019, which has been terminated upon entering into this Agreement.

Other terms of the Agreement provide that:

Titan will control the timing and amount of the sale of its common shares to Aspire Capital.
On any business day, Titan shall have the right to direct Aspire Capital to purchase up to 100,000 common shares with a value not exceeding US$500,000.
The purchase price shall be equal to the lesser of: (i) the lowest sale price of the common shares on Nasdaq on the purchase date, or (ii) the average of the three lowest closing sale prices of the common shares on Nasdaq during the 10 business days prior to the purchase date.
In addition to the regular purchases, Titan shall also have the right to require Aspire Capital to purchase up to an additional 30% of the trading volume of the common shares for the next business day at a purchase price equal to the lesser of: (i) the closing sale price of the common shares on Nasdaq on the purchase date, or (ii) 97% of the next business day’s volume weighted average price on Nasdaq (each such purchase, a "VWAP Purchase"). In no event shall the purchase price for a VWAP Purchase be lower than the maximum allowable discount allowed by the Toronto Stock Exchange (the "TSX").
Titan shall have the right, in its sole discretion, to determine a maximum number of common shares and set a minimum market price threshold for each VWAP Purchase and there are no limits on the number of VWAP Purchases that Titan may require.
Aspire Capital will not be allowed to own more than 9.99% of the issued and outstanding common shares of the Company at any time without approval of the TSX.
The total number of common shares that may be issued under the Agreement shall not exceed 24.99% of the Company’s outstanding common shares as of the date of the Agreement unless the Company obtains shareholder approval in accordance with the rules of Nasdaq and the TSX.
In no event shall the purchase price for any common shares issuable under the Agreement be lower than the maximum allowable discount permitted by the TSX.
There are no warrants, derivatives, or other share classes associated with this Agreement.
Under the terms of the Agreement, Titan will immediately issue 973,000 common shares to Aspire Capital as a commitment fee (the "Commitment Shares").

Any sale of common shares by Aspire Capital is expected to be made to arm’s length parties. There are no rights of first refusal, participation rights, penalties or liquidated damages in the Agreement. Titan maintains the right to terminate the Agreement at any time, at its discretion, without any additional cost or penalty.

Titan will file a prospectus supplement (the "Prospectus Supplement") to the Company’s Form F-3 shelf registration statement (File No. 333-232898), which was declared effective on August 2, 2019 by the U.S. Securities and Exchange Commission, qualifying the offer and sale of common shares to Aspire Capital (including the Commitment Shares).

Under the Agreement, no common shares will be sold by Aspire Capital on the TSX or on other trading markets in Canada. The TSX has conditionally approved the issuance of common shares pursuant to the Agreement, and Nasdaq has completed its review pertaining to the listing of the common shares issuable under the Agreement and the Commitment Shares without any comments.

A copy of the Prospectus Supplement will be available on EDGAR at www.sec.gov or may be obtained upon request to Titan at the following address:

155 University Avenue, Suite 750
Toronto, Ontario M5H 3B7
Canada
Tel: [phone]
E-mail: [e-mail]

This press release does not constitute an offer to sell or the solicitation of any offer to purchase any securities, nor will there be any sale of any 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.