NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
|170 University Avenue Suite 1000
|Toronto, Ontario, Canada M5H 3B3 Tel: 416.548.7522
TITAN MEDICAL ANNOUNCES FINAL CLOSING OF CDN $3.3 MILLION
PLACEMENT LED BY GROUP OF U.S. ROBOTIC SURGEONS
TORONTO (October 31, 2017) Titan Medical Inc. (Titan or the Company) (TSX: TMD) (OTCQB: TITXF), a medical device company focused on the design, development and commercialization of a robotic surgical system for application in minimally invasive surgery (MIS), announces, following the initial closing on October 20, 2017, the Company completed the final closing of a private placement of 13,385,900 total common shares at a price of CDN $0.25 per share for total gross proceeds of CDN $3,343,416. Participants in the offering included more than a dozen robotic surgeons from the United States, as well as other investors.
The net proceeds will be used to fund continued development of the Companys SPORT Surgical System, as well as for working capital and other general corporate purposes.
The offering and sale of shares was completed pursuant to exemptions from prospectus and registration requirements in the United States, Canada and other jurisdictions and the shares will be subject to a 4-month hold in Canada and applicable resale restrictions in the United States.
Related Party Transaction
An aggregate of 785,800 Common Shares were issued to insiders of the Company under the Offering for gross proceeds of $196,450, which included certain of the Companys directors. Each 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 subscriptions, 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 of the offering and the Closing.
About Titan Medical Inc.
Titan Medical Inc. is a Canadian public company focused on research and development through to the planned commercialization of computer-assisted robotic surgical technologies for application in minimally invasive surgery. The Company is currently developing the SPORT Surgical System, a single-port robotic surgical system. The SPORT Surgical System is comprised of a surgeon-controlled patient cart that includes a 3D high definition vision system and multi-articulating instruments for performing MIS procedures, and a surgeon workstation that provides the surgeon with an advanced ergonomic interface to the patient cart and a 3D endoscopic view inside the patients body during MIS procedures. With the SPORT Surgical System, the Company aims to pursue a broad set of surgical indications, including general abdominal, gynecologic and urologic procedures.
For more information, please visit the Companys website at www.titanmedicalinc.com.
This news release contains forward-looking statements which reflect the current expectations of management of the Companys 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 statements with respect to the use of the net proceeds of the Offering and the anticipated listing of the Common Shares on the TSX, reflect managements 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 Companys 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 Companys Annual Information Form dated March 31, 2017 (which may be viewed at www.sedar.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, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements.
U.S. Securities Law Caution
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.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
|LHA Investor Relations
|Kim Sutton Golodetz
# # #