Filed Pursuant to Rule 424(b)(5)
Registration No. 333-232898

PROSPECTUS SUPPLEMENT

(To the Prospectus Dated August 2, 2019)

TITAN MEDICAL INC.

  

7,000,000 Common Shares

3,500,000 Warrants

 

This prospectus supplement (a “Prospectus Supplement”) of Titan Medical Inc. (the “Company,”  “Titan,” “we,” “us” or “our”) qualifies the offer and issue (the “Offering”) of 7,000,000 common shares (the “Common Shares” or “Shares”), common share purchase warrants to purchase up to 3,500,000 Common Shares (the “Warrants”) and up to 3,500,000 Common Shares issuable upon exercise of the Warrants (the “Warrant Shares”). The Common Shares and Warrants will be sold in a fixed combination at an offering price of $0.17, consisting of one Common Share and one-half Warrant, with each whole Warrant exercisable to purchase one Common Share at an exercise price of $0.19 per Share for a period of 5 years following the date of closing of the Offering (the “Closing Date”).  The Common Shares, the Warrants and the Warrant Shares are, collectively, the “Securities”.

Pursuant to this Prospectus Supplement, we will also issue warrants (the “Placement Agent Warrants”) to purchase up to 490,000 Common Shares, and the Common Shares issuable upon the exercise of the Placement Agent Warrants (the “Placement Agent Shares”), to H.C. Wainwright & Co., LLC (or its designees) as part of the compensation payable to it for acting as our exclusive placement agent in connection with this Offering. The Placement Agent Warrants will have the same terms as the Warrants except the exercise price will be $0.2125 per Share (which represents 125% of the offering price per Common Share and Warrant combination sold in the Offering) and they will not be transferable for 180 days from the date of effectiveness or the commencement of sales of this Offering.

Our Common Shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “TMD” and the NASDAQ (the “Nasdaq”) under the symbol “TMDI”. On March 24, 2020, the closing price of the Shares on the TSX was CDN$0.31. On March 24, 2020, the closing price of the Shares on the Nasdaq was $0.21. Titan intends to apply to the TSX to list the Shares, the Warrant Shares issuable on exercise of the Warrants and the Placement Agent Shares issuable on exercise of the Placement Agent Warrants offered under this Prospectus Supplement.  Titan will notify Nasdaq of the listing of the Shares, the Warrant Shares and the Placement Agent Shares offered under this Prospectus Supplement. Listing will be subject to our fulfilling all of the listing requirements of the TSX and Nasdaq. There can be no assurance that the Shares, the Warrant Shares and the Placement Agent Shares offered under this Prospectus Supplement will be accepted for trading on the TSX or the Nasdaq. We do not intend to apply to list the Warrants on any national securities exchange or any securities exchange in another jurisdiction. There will be no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased in the Offering. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See “Risk Factors”.

We have retained H.C. Wainwright & Co., LLC (the “Placement Agent” or “Wainwright”) to act as our exclusive placement agent. The Placement Agent has agreed to use its “reasonable best efforts” to arrange for the sale of the Securities. The Placement Agent has no obligation to buy any of the Securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the Securities. There is no required minimum number of securities that must be sold as a condition to completion of this Offering. We have agreed to pay the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities we are offering.

	Per Common Share and Warrant	Total
Offering Price	$0.17	$1,190,000
Placement Agent Fees(1)	$0.0119	$83,300
Proceeds, before expenses, to us(2)	$0.1581	$1,106,700

(1)	We will pay the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds. We have also agreed to reimburse the Placement Agent for certain of its expenses and issue to the Placement Agent the Placement Agent Warrants, as described under the “Plan of Distribution” on page S-27 of this Prospectus Supplement.
(2)	The amount of the offering proceeds to us presented in this table does not give effect to the exercise, if any, of the Placement Agent Warrants.

We anticipate that delivery of the Securities and the Placement Agent Warrants will be made on or about March 27, 2020, subject to the satisfaction of certain closing conditions.

 H.C. Wainwright & Co.

Investing in the Securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page S-12 and under similar headings in the other documents that are incorporated by reference into this Prospectus Supplement.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is March 25, 2020.

 

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Securities being offered and also adds to and updates information contained in the second part and the documents incorporated by reference therein. The second part, the Form F-3 registration statement (File No. 333-232898) that was declared effective by the SEC on August 2, 2019, of which this Prospectus Supplement forms a part (the “Registration Statement”) gives more general information, some of which may not apply to all the Securities being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Registration Statement solely for the purpose of the Offering constituted by this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Registration Statement and reference should be made to the Registration Statement for full particulars thereof.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Registration Statement. We have not authorized anyone to provide investors with different information. We are also not making an offer for the securities covered by the Registration Statement in any jurisdiction where such offer is not permitted. An investor should assume that the information appearing in this Prospectus Supplement or the Registration Statement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.

We have prepared this Prospectus Supplement in accordance with United States disclosure requirements. All our financial statements that are incorporated by reference into this Prospectus Supplement and the Registration Statement have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”) and thus may not be comparable to financial statements of United States companies.

We have filed with the SEC the Registration Statement under the Securities Act of 1933, as amended (the “U.S. Securities Act”) with respect to the Common Shares and Warrants offered by this Prospectus Supplement.

We are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), relating to foreign private issuers and applicable Canadian securities legislation and, in accordance therewith, file reports and other information with the SEC and securities regulatory authorities in Canada.  As a foreign private issuer, we are exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

 

Forward-looking Statements

This Prospectus Supplement, the Registration Statement and the documents incorporated by reference herein and therein, contain “forward looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward looking information” within the meaning of applicable Canadian securities legislation (collectively, “Forward Looking Statements”). All statements, other than statements of historical fact, that address activities, events or developments that Titan believes, expects or anticipates will, may, could or might occur in the future are Forward Looking Statements. The words “expect”, “anticipate”, “estimate”, “may”, “could”, “might”, “will”, “would”, “should”, “intend”, “believe”, “target”, “budget”, “plan”, “strategy”, “goals”, “objectives”, “projection” or the negative of any of these words and similar expressions are intended to identify Forward Looking Statements, although these words may not be present in all Forward Looking Statements. Forward Looking Statements included or incorporated by reference in this Prospectus Supplement, the Registration Statement and the documents incorporated by reference herein and therein include, without limitation, statements concerning;

●	our commitment to developing the robotic surgical system with the objective of substantially improving upon minimally invasive surgery (“MIS”);
●	our intent to initially pursue gynecologic surgical indications for use of the single-port robotic surgical system;
●	the development of the single-port robotic surgical system patient cart to deliver multi-articulating instruments and 3D high definition vision system into the patient’s abdominal body cavity through a single access port;
●	our technology and research and development objectives, including achieving development milestones, estimated costs, schedules for completion and probability of success;
●	our intention with respect to updating any forward-looking statement after the date on which such statement is made or to reflect the occurrence of unanticipated events;
●	our expectation that the U.S. Food and Drug Administration (“FDA”) will grant Investigational Device Exemption (“IDE”) approval and that Titan will then proceed to collect suitable confirmatory human data to support its 510(k) application to the FDA, and Technical File for the CE mark;
●	our expectation that Titan can in a timely manner produce the appropriate preclinical and clinical data required for its 510(k) application to the FDA, and Technical File for the CE mark;
●	our expectation with respect to launching a commercially viable product in certain jurisdictions;
●	our intentions to develop a robust training curriculum and post-training assessment tools that will be effective in ensuring that surgeons are appropriately trained to safely operate our single-port robotic surgical system;
●	our plans to develop and commercialize our single-port robotic surgical system and the estimated incremental costs (including the status, cost and timing of achieving the development milestones disclosed herein);
●	our plans to design, create and refine software for production system functionality of our single-port robotic surgical system and the estimated incremental costs (including the status, cost and timing of achieving the development milestones disclosed herein);
●	our intentions with respect to initiating marketing activities following receipt of the applicable regulatory approvals;
●	our expectations for the surgical indications for use, and the anticipated benefits of, our single-port robotic surgical system;
●	our intention to continue to assess specialized skill and knowledge requirements and the recruitment of qualified personnel and partners;
●	our belief that the specialized components, parts and know-how necessary for the manufacture of our single-port robotic surgical system, suitable for clinical use, will be available in the marketplace;
●	our belief that existing and planned systems will be suitable to support activities related to filing applications for regulatory clearance;
●	our continuing efforts to secure our intellectual property and expand our patent portfolio by filing patent applications as we progress in the development of our robotic surgical technologies and potentially by licensing suitable technologies;
●	our intent of seeking of licensing opportunities to expand our intellectual property portfolio;
●	our intended use of proceeds of any offering of our securities;

●	our expectation that the proceeds from the Offering will be sufficient to fund the work described in this Prospectus Supplement;
●	our intention with respect to not paying any cash dividends on Shares in the foreseeable future;
●	our intention to retain future earnings, if any, to finance expansion and growth;
●	projected competitive conditions with respect to our products;
●	the estimated size of the market for robotic surgical systems for abdominal surgery and in particular our single-port robotic surgical system;
●	our plan to focus on the development of our single-port robotic surgical system at estimated incremental costs and according to its projected timeline; and
●	the potential market for the Securities issuable under the Offering.

Such forward-looking statements reflect our current beliefs and views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions.  Many factors could cause 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, among others:

●	risks related to our ability to carry on our business as it is now conducted and as we propose to conduct it with the financial resources currently available to us;
●	risks relating to our ability to obtain additional financing;
●	risks relating to our history of losses;
●	risks and uncertainties relating to the generating of sustainable earnings from our contemplated products;
●	risks related to loss of key members of management and/or ability to attract and retain qualified employees;
●	risks related to dependence on third party contract development and manufacturing service providers;
●	risks related to dependence on third parties retained to conduct preclinical studies;
●	risks related to increased competition in the robotic surgical market;
●	risks related to licensing and/or infringement of intellectual property rights of third parties;
●	risks related to our ability to resolve the outstanding Civil Claim (as defined below);
●	risks related to the price and volume volatility of the Shares;
●	risks related to governmental regulations and approval processes of Food and Drug Administration of the United States Department of Health and Human Services, including possible changes thereto;
●	risks related to acceptance of our technology;
●	risks related to the ability to maintain the listing of the Shares on the TSX and Nasdaq; and
●	risks related to unforeseen  global  instability from  an  outbreak  of  pandemic  or  contagious  disease,  such  as  the  novel  Coronavirus.

 

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein.  This list is not exhaustive of the factors that may affect any of our forward-looking statements.  Forward-looking statements are statements about the future and are inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation, those referred to in this document under the heading “Risk Factors”, in our 40-F (as defined below) and the Annual Information Form (included as Exhibit 99.1 to the 40-F) and elsewhere.  The forward-looking statements in this Prospectus Supplement are based on the reasonable beliefs, expectations and opinions of management on the date the forward-looking statements are made, and, except as required by law, we do not assume any obligation to update forward-looking statements if circumstances or our management’s beliefs, expectations or opinions should change.

 

For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

 

Additional risks and uncertainties relating to us and our business can be found in the “Risk Factors” section of the Registration Statement, as well as in our other documents incorporated by reference herein.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Registration Statement solely for the purpose of the Offering. Other documents are also incorporated or deemed to be incorporated by reference in the Registration Statement and reference should be made to the Registration Statement for full particulars thereof.

Copies of the documents incorporated by reference in this Prospectus Supplement and the Registration Statement and not delivered with this Prospectus Supplement may be obtained on request from Titan’s Chief Financial Officer, 155 University Avenue, Suite 750, Toronto, Ontario, M5H 3B7 and are also available electronically at www.sedar.com and www.sec.gov.

The following documents, filed by Titan with the securities commissions or similar regulatory authorities in certain provinces of Canada and filed with, or furnished to, the SEC, are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the Registration Statement:

(a)	Our Form 40-F Annual Report dated March 29, 2019 for the year ended December 31, 2018 (the “40-F”) filed with the SEC on March 29, 2019;
(b)	Our Material Change Report dated March 6, 2019 which was included as Exhibit 99.1 to the Form 6-K filed with the SEC on March 8, 2019;
(c)	Our Material Change Report dated March 28, 2019 which was included as Exhibit 99.1 to the Form 6-K filed with the SEC on May 30, 2019;
(d)	Our Material Change Report dated September 3, 2019 which was included as Exhibit 99.1 to the Form 6-K filed with the SEC on September 17, 2019;
(e)	Our Material Change Report dated October 25, 2019 which was included as Exhibit 99.1 to the Form 6-K filed with the SEC on October 28, 2019;
(f)	Our Material Change Report dated November 5, 2019 which was included as Exhibit 99.1 to the Form 6-K filed with the SEC on December 17, 2019;

(g)	Our Material Change Report dated December 17, 2019 which was included as Exhibit 99.1 to the Form 6-K filed with the SEC on March 25, 2020;
(h)	Our Material Change Report dated January 16, 2020 which was included as Exhibit 99.2 to the Form 6-K filed with the SEC on March 25, 2020;
(i)	Our Overview Presentation dated March 23, 2020 which was included as Exhibit 99.3 to the Form 6-K filed with the SEC on March 25, 2020;
(j)	Our Unaudited Condensed Interim Financial Statements for the three and nine month periods ended September 30, 2019,
	which were included as Exhibit 99.1 to the Form 6-K filed with the SEC on November 15, 2019;
(k)	Our Management Discussion and Analysis for the three and nine month periods ended September 30, 2019, which was
	included as Exhibit 99.2 to the Form 6-K filed with the SEC on November 15, 2019; and
(l)	Our management information circular for the annual general meeting of shareholders held on May 29, 2019, which was
	included as Exhibit 99.1 to the Form 6-K filed with the SEC on May 30, 2019.

PROSPECTUS SUPPLEMENT SUMMARY

Titan Medical Inc. Overview

We are an Ontario corporation, being the successor corporation formed pursuant to an amalgamation under the Business Corporations Act (Ontario) on July 28, 2008.  We are focused on the design and development of a robotic surgical system for application in MIS.

Our single-port robotic 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 viewing the inside of a patient’s body in 3D during MIS procedures. The Company intends to initially pursue gynecologic surgical indications for use of its single-port robotic surgical system.

Our head and registered office is located at 155 University Avenue, Suite 750, Toronto, Ontario M5H 3B7. Our main telephone number is (416) 548-7522. Our corporate website is www.titanmedicalinc.com. Information contained on our website is not part of this prospectus supplement nor is it incorporated by reference herein.

Recent Developments for Titan Medical Inc.

During the year ended December 31, 2019, the Company was unsuccessful in securing sufficient capital to maintain product development and regulatory activities at a pace that would allow accomplishment of its previously stated milestones. As a result, on October 15, 2019, the Company announced that it had withdrawn all forward-looking statements included in its continuous disclosure documents with respect to the cost and timing of the development of its robotic surgical system beyond the fourth quarter of 2019. On November 7, 2019, the Company announced that it had determined not to proceed with the public offering of units of the Company for which it filed a final short form prospectus on October 31, 2019. The Company does not have sufficient capital to continue the development of its robotic surgical system and there can be no assurance that the Company will be successful in securing additional financing.

As of the date of this Prospectus Supplement, the Company’s primary product development supplier (the “Primary Supplier”) has stopped all work with regard to the development of the Company’s robotic surgical system.

Additionally, on October 16, 2019, Naglreiter Consulting, LLC (“Naglreiter”), a service provider to the Company, filed a Complaint for breach of contract against the Company in the U.S. District Court for the Southern District of Florida. The Complaint, which was served on the Company on October 24, 2019, alleges that the Company has not paid amounts owed under several invoices and, further, that the invoices total approximately $5 million.

On December 5, 2019, the Company filed an Answer, Affirmative Defenses and Counterclaim denying the allegations, asserting defenses to the Complaint, and asserting counterclaims against Naglreiter for (i) breach of contract including that the services that were rendered by Naglreiter were not rendered in a satisfactory manner and that Naglreiter failed to return property paid for by the Company, (ii) fraudulent inducement, (iii) negligent misrepresentation, (iv) indemnification and (v) conversion for refusing to return Titan’s property.

On February 13, 2020, Naglreiter filed an Amended Complaint against the Company to add a complaint of unjust enrichment alleging that Naglreiter had conferred benefits on the Company without the Company paying fair market value for them and asked the courts for a constructive trust over certain property of the Company in Naglreiter’s possession.

On March 9, 2020, the Company filed an Answer and Affirmative Defenses to the Amended Complaint and an Amended Counterclaim, denying the allegations, asserting defenses to the Amended Complaint, and bringing additional counterclaims of (i) replevin to recover possession of personal property held by Naglreiter, (ii) civil theft for depriving the Company of its right to certain property in Naglreiter’s possession and (iii) injunctive relief to have Naglreiter cease and desist the violation of confidentiality provisions in the parties’ agreements.

The Company is seeking a return of property having a value of over $4 million as well as the return of amounts paid for work not done or inadequately done by Naglreiter. Court ordered non-binding arbitration is pending. The Company intends to defend itself vigorously in this matter and pursue all relief to which it is entitled (this matter to be referred to herein as the “Civil Claim”). There is no assurance that the Company will be successful in defending against the complaints or in its counterclaims against Naglreiter.

Domenic Serafino resigned as a director of the Company effective February 11, 2020.

As the Company raises additional capital, it continues to make payments on valid past due invoices with current suppliers. Should the Company be successful in raising sufficient capital, which it may not be, the Company plans to complete paying valid past due invoices and then develop a work plan with input from suppliers that is consistent with the Company’s priorities toward milestone achievement having regard to the Company’s available capital resources. As the Company’s Primary Supplier has agreed to waive certain deposit requirements, the Company plans to comply with the specified interim requirements of the supplier until the Company has raised sufficient capital to fund the deposit as described above. In any case in which the Company may be unable to normalize supplier relationships, it has identified alternative suppliers of those services.

The Company will need to replace any product development service provider in the event it should be necessary or desirable to the Company.  However, the engagement of other service providers will be subject to the availability of sufficient capital, successful negotiation of commercial terms, statements of work, payment terms and possibly, require deposits and/or pre-payments.  There is no assurance that the Company will be able to reach any agreement with any alternative supplier on satisfactory terms.

Following the above noted adverse events during second half of 2019, the Company’s Board of Directors established a special committee of independent directors to oversee the global search for strategic alternative transactions. The mandate of the special committee includes a wide range of potential transactions, including financing through equity or debt, licensing, merger or acquisition. There can be no assurance that the Company will be successful in securing additional capital or completing a suitable strategic alternative transaction. In the event that the Company is unable to secure additional capital or conclude a suitable strategic alternative transaction, it may be unable to pay down past due invoices or restart product development. It is also possible that in such circumstances the Company’s relationships with key service providers may further deteriorate.

The Company currently does not generate any revenue (other than interest income on its cash balances) and accordingly it is primarily dependent upon equity financing for any additional funding required for development and operating expenses. If additional funding is not available, the pace of the Company’s product development plan will be further reduced. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the ability of the Company to continue as a going concern if additional funding is not secured.

During the year ended December 31, 2019, the Company raised gross proceeds of approximately $35,766,754 ($31,181,983 net of closing costs including cash commission of $2,172,500) through equity offerings and the Company generated a net and comprehensive losses of $41,907,079 (December 31, 2018 - $22,639,272) which included research and development expenditures of $51,418,056 (December 31, 2018 - $32,858,339) and a gain on change in fair value of warrants of $19,800,645 (December 31, 2018 - $17,095,220).

The Company had $478,259 of cash and cash equivalents on hand and accounts payable and accrued liabilities, including the current portion of the lease liability, of $9,666,714 excluding warrant liability at February 29, 2020, compared to $814,492 and $11,433,967 respectively, at December 31, 2019. The Company’s working capital at February 29, 2020 was a deficiency of $8,439,112 excluding warrant liability, compared to a working capital deficiency of $9,684,525 at December 31, 2019. These figures include $2.9 million accrued and outstanding invoices received relating to the Civil Claim.

Our business and prospects are subject to added risks associated with and arising from the outbreak of the global pandemic contagious disease known as the novel coronavirus (COVID-19), and the uncertainty of the impacts, duration and severity of the outbreak.  We believe that our previous market growth projections are rendered unreliable given the severe impact of COVID-19 on the healthcare sector as well as, more broadly, on the economy and the capital markets.  We are therefore withdrawing and disclaiming all prior disclosures and references in our annual information form, management’s discussion and analysis, material change reports, news releases, investor presentations, prospectuses and other regulatory filings, including without limitation the documents incorporated by reference herein, with respect to the following:

●	market research reports published by external market research firms,
●	market growth projections and any and all product and service pricing estimates and revenue projections by us, and
●	market and revenue growth set forth in news releases or filings of other issuers in the robotic surgical technology sector.

For greater certainty, the documents incorporated into this Prospectus Supplement by reference which contain any of the foregoing disclosures or references are to be read in conjunction with this Prospectus Supplement strictly without the foregoing disclosures or references.

THE OFFERING

 

_____________

 

RISK FACTORS

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risks set out below and the other documents incorporated by reference in this Prospectus Supplement that summarize the risks that may materially affect us and our business before making an investment in the Common Shares and Warrants. Please see “Documents Incorporated by Reference”. If any of these risks occur, our business, results of operations or financial condition could be materially adversely affected. In that case, the trading price of our securities could decline, and you may lose all or part of your investment. The risks set out in this Prospectus Supplement are not the only risks we face. You should also refer to the other information set forth in this Prospectus Supplement as well as those incorporated by reference herein and therein, including financial statements and the related notes, for further risks faced by us.

There can be no assurance that the Offering will be completed.

The completion of the Offering is subject to the completion of definitive binding documentation and satisfaction of a number of conditions. There can be no certainty or guarantee that the Offering will be completed.

There is no guarantee that our Common Shares will earn any positive return in the short term or long term.

Investment in our Shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment, and who have the capacity to absorb a loss of some or all of their investment in our Shares.

Our Common Share price will fluctuate and your investment in our Shares could decrease in value.

            Fluctuations in the market price or liquidity of Common Shares may harm the value of your investment in our Shares. You may not be able to resell your Shares at or above the price you pay under the Offering due to fluctuations in the market price caused by changes in our operations or prospects and other factors, including:

Future sales of our Shares could adversely affect the market price and our future capital-raising activities could involve the issuance of equity securities, which would dilute your investment and holdings, and could result in a decline in the trading price of our Common Shares.

            We are likely to issue and sell securities, including Shares, if and when conditions are favorable, even if we may not have an immediate need for additional capital at that time. Sales of substantial amounts of Shares, or the perception that such sales could occur, could adversely affect the prevailing market price of our Common Shares and our ability to raise capital. We may issue additional Shares in future financing transactions or as incentive compensation for our executive management and other key personnel, consultants and advisors. Issuing any equity securities would be dilutive to the equity interests represented by our then-outstanding Common Shares. The market price for our Common Shares could decrease as the market takes into account the dilutive effect of any of these issuances.

We may lose our status as a foreign private issuer.

In order to maintain our status as a foreign private issuer, a majority of our Shares must be either directly or indirectly owned by non-residents of the U.S. unless we also satisfy one of the additional requirements necessary to preserve this status. We may in the future lose our foreign private issuer status if a majority of our Shares are held in the United States and if we fail to meet the additional requirements necessary to avoid loss of our foreign private issuer status. The regulatory and compliance costs under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use the Multijurisdictional Disclosure System (the “MJDS”). If Titan is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. In addition, we may lose the ability to rely upon exemptions from Nasdaq corporate governance requirements that are available to foreign private issuers.

Titan is an “emerging growth company” and cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make it less attractive to investors.

Titan is an “emerging growth company” as defined in the JOBS Act. We will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which Titan had total annual gross revenues of US$1,070,000,000 or more; (b) the last day of its fiscal year following the fifth anniversary of the date of the first sale of Titan’s common equity securities pursuant to an effective registration statement under the U.S. Securities Act; (c) the date on which Titan, during the previous 3-year period, issued more than US$1,000,000,000 in non-convertible debt; or (d) the date on which Titan is deemed to be a ‘large accelerated filer.’

For so long as Titan continues to qualify as an emerging growth company, it will be exempt from the requirement to include an auditor attestation report relating to internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act in its annual reports filed under the U.S. Exchange Act, even if it does not qualify as a “smaller reporting company,” as well as certain other exemptions from various reporting requirements that are applicable to other public companies.

There will be no market for the Warrants purchased under the Offering.

We have not applied and do not intend to apply to list the Warrants on any national securities exchange or a securities exchange in another jurisdiction. There will be no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation.

The price of the Common Shares and Warrants in the Offering (the “Offering Price”) has been determined by negotiations between Titan and the Placement Agent. The allocation of the Offering Price between the Shares and the Warrants comprising has been determined by Titan.

We will have broad discretion in how we use a portion of the net proceeds from the Offering, and we may use the net proceeds in ways in which you disagree.

          You will be relying on the judgment of Titan’s management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for Titan. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow. See “Use of Proceeds.”

Titan is likely a ‘‘passive foreign investment company’’, which may have adverse U.S. federal income tax consequences for U.S. investors.

Potential investors in the Common Shares and Warrants who are U.S. taxpayers should be aware that the Company believes it was classified as a ‘‘passive foreign investment company’’ or ‘‘PFIC’’ during the tax year ended December 31, 2019, and based on current business plans and financial expectations, the Company expects that it may be a PFIC for the current tax year and future tax years. If the Company is a PFIC for any year during a U.S. taxpayer’s holding period of Shares, Warrants or Warrant Shares, then such U.S. taxpayer generally will be required to treat any gain realized upon a disposition of the Shares, Warrants or Warrant Shares or any so-called ‘‘excess distribution’’ received on its Shares and Warrant Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. taxpayer. Subject to certain limitations, these tax consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF Election or a Mark-to-Market Election. Subject to certain limitations, such elections may be made with respect to the Shares and Warrant Shares. A U.S. taxpayer may not make a QEF Election or Mark-to-Market Election with respect to the Warrants. A U.S. taxpayer who makes a timely and effective QEF Election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. However, U.S. taxpayers should be aware that there can be no assurance that the Company will satisfy the record keeping requirements that apply to a qualified electing fund, or that the Company will supply U.S. taxpayers with information that such U.S. taxpayers require to report under the QEF Election rules, in the event that the Company is a PFIC and a U.S. taxpayer wishes to make a QEF Election. Thus, U.S. taxpayers may not be able to make a QEF Election with respect to their Shares. A U.S. taxpayer who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the Shares or Warrant Shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the discussion below under the heading ‘‘Certain United States Federal Income Tax Considerations — Passive Foreign Investment Company Rules.’’ Each potential investor who is a U.S. taxpayer should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of the Shares, Warrants and the Warrant Shares.

We may be delisted from The NASDAQ Capital Market if we do not satisfy continued listing requirements.

On November 27, 2019, we received notifications by Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) since the closing bid price for our Common Shares listed on Nasdaq was below $1.00 for 30 consecutive business day, and Nasdaq Rule 5550(b)(2) since the Market Value of Listed Securities for our Common Shares listed on Nasdaq was below $35 million for 30 consecutive business days.  Nasdaq Rules further provide us with a period of 180 calendar days from the date of notification to regain compliance with the above noted Rules.

We are party to a Civil Claim, the outcome of which cannot be predicted.

Although we do not expect to be responsible for the amounts set out in the Civil Claim, the outcome of the Civil Claim cannot be predicted. As with any litigation, there is no assurance that we will be successful in defending against the Civil Claim or in our counterclaims asserted against the Service Provider.

Our operations could be affected by the outbreak of the Coronavirus.

If a pandemic, epidemic or outbreak of an infectious disease occurs in Canada, the United States or globally, our business may be adversely affected. In December 2019, a novel strain of COVID-19 was reported to have surfaced in Wuhan, China. The virus continues to spread globally and, at the time of this filing, has spread to over 50 countries, including Canada and the United States. Our operations could be adversely affected to the extent that coronavirus or any other epidemic harms the world economy in general and the capital markets in North America in particular. Our operations may experience disruptions, such as temporary closure of our offices, which may materially and adversely affect our business, financial condition and operational results. The duration of the business disruption and related financial impact cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs. Such events could impair our ability to raise necessary capital, cause us to incur additional expenses or disrupt the services of our external engineering and medical technology development and manufacturing firms, as well as service providers. The extent to which the coronavirus or other health epidemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.

The global pandemic creates substantial uncertainty as to the willingness and ability of hospitals, HMOs, ambulatory care facilities and other prospective customers to purchase and implement robotic surgical systems.

The American College of Surgeons has called for hospitals to minimize, postpone or cancel elective procedures until the coronavirus (COVID-19) outbreak slows down.  An elective surgical procedure slowdown in the robotic surgical space may result in a substantial negative impact on the market prospects for robotic surgical systems and instruments and related services.

There can be no assurance that we will be able to secure and restore relationships with our suppliers and development partners.

The future success of the Company is substantially dependent on funding its research and development program and maintaining the support of its research and development and manufacturing service providers and, in some cases, securing new suppliers and service providers. There can be no assurance that we will be successful in accomplishing any of these goals.

We may not be able to raise sufficient financing on a timely basis.

Even if the Offering is completed, we may not be able to continue to raise sufficient financing on a timely basis in order to allow us to maintain product development and regulatory activities at a pace that would allow accomplishment of our previously stated milestones.

The Company may face cyber-security risks and threats.

Threats to information technology systems associated with cyber-security risks and cyber incidents or attacks continue to grow. It is possible that our business, financial and other systems or those of the companies, service providers or consultants with which we do business could be compromised, which might not be noticed for some period of time. Risks associated with these threats include, among other things, loss of intellectual property, disruption of business operations and safety procedures, loss or damage to worksite data delivery systems, and increased costs to prevent, respond to or mitigate cyber-security events.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the Common Shares and Warrants under the Offering for general corporate purposes including: resuming the development of our single-port robotic surgical system, instruments and accessories; funding working capital (including the reduction of outstanding payables); and capital expenditures.

All expenses relating to the Offering, including fees paid to the Placement Agent, will be paid out of the gross proceeds of the Offering.

DESCRIPTION OF THE SECURITIES

We are offering 7,000,000 Common Shares and one-half Warrants.  The Common Shares and one-half Warrants will be sold in a fixed combination at an offering price of $0.17, consisting of one Common Share and one-half Warrant, with each whole Warrant exercisable to purchase one Common Share. In addition to qualifying the offer and issue of the Common Shares, Warrants and Warrant Shares, this Prospectus Supplement also qualifies the issue of Placement Agent Warrants and Placement Agent Shares.

Common Shares

 

The holders of Shares are entitled to receive notice of and to attend all annual and special meetings of our shareholders and to one vote in respect of each Share held at the record date for each such meeting. The holders of Shares are entitled, at the discretion of the Board, to receive out of any or all of our profits or surplus properly available for the payment of dividends, any dividend declared by the Board and payable by us on the Shares. The holders of the Shares will participate pro rata in any distribution of our assets upon liquidation, dissolution or winding-up or other distribution of our assets. Such participation will be subject to the rights, privileges, restrictions and conditions attached to any of our securities issued and outstanding at such time ranking in priority to the Shares upon our liquidation, dissolution or winding-up. Shares are issued on authorization and approval from the Board, from treasury without par value and only as fully paid and are non-assessable. Shares will only be issued through the book-based system administered by CDS in Canada and by DTC in the United States, except in limited circumstances.

 

Warrants

Duration and Exercise Price

Each Warrant offered hereby will have an exercise price equal to $0.19 per Share. The Warrants will be immediately exercisable and may be exercised until the fifth anniversary of the issuance date. The exercise price and number of Shares issuable upon exercise is subject to appropriate adjustment in the event of dividends, stock splits, reorganizations or similar events affecting Common Shares and the exercise price. The Warrants will be issued separately from the Common Shares. The Warrants will be issued in certificated form only.

Exercisability

The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of Shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder would own more than 4.99% of the outstanding Common Shares immediately after exercise, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding Shares after exercising the holder's Warrants up to 9.99% of the number of shares of our Common Shares outstanding immediately after giving effect to the exercise.  The exercise of Warrants, and the Company’s obligation to issue the Warrant Shares, will not be effective or enforceable if the issuance of the Warrant Shares to the holder would result in the holder and its joint actors and affiliates holding greater than 9.99% of the outstanding Common Shares after giving effect to the exercise and issuance, without the holder having filed and cleared a Personal Information Form (in prescribed form) with the TSX.

Cashless Exercise

If, at the time a holder exercises its Warrants, a registration statement registering the issuance of Shares underlying the Warrants under the Securities Act is not then effective or available for the issuance of such Shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Shares determined according to a formula set forth in the Warrant.

Fractional Shares

Transferability

Subject to applicable laws, a Warrant may be transferred at the option of the holder upon surrender of the Warrant to us together with the appropriate instruments of transfer.

Right as a Shareholder

Except as otherwise provided in the Warrants or by virtue of the holder’s ownership of Common Shares, such holder of Warrants does not have the rights or privileges of a holder of Common Shares, including any voting rights, until such holder exercises such holder’s Warrants.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or reclassification of our Common Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding Common Shares, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction.

  

 

Warrant certificates will be exchangeable for new Warrant certificates of different denominations at 155 University Avenue, Suite 750, Toronto, Ontario, M5H 3B7.  Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of Common Shares. We may amend the Warrants without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

Placement Agent Warrants

We have also agreed to issue to the Placement Agent in the Offering the Placement Agent Warrants to purchase up to 490,000 Common Shares, which represent 7.0% of the aggregate number of Common Shares sold in this Offering. 

The material terms and provisions of the Placement Agent Warrants are substantially the same as the Warrants described above under the heading “Warrants,” with the exception of the following terms:

●	The exercise price of the Placement Agent Warrants is $0.2125 per share, which represents 125% of the offering price per Common Share and Warrant combination in this Offering;

●	The Placement Agent Warrants may be exercised until the fifth anniversary from the date of this Prospectus Supplement;

●	The Beneficial Ownership Limitation is 4.99%; and

●

The Placement Agent Warrants will not be transferable for 180 days from the date of effectiveness or the commencement of sales of this Offering, except in certain circumstances described in the Placement Agent Warrants. Following such period, subject to applicable laws, the Placement Agent Warrants may be transferred at the option of the holder upon surrender of a Placement Agent Warrant to us together with the appropriate instruments of transfer.

Fees and Expenses

Placement Agent Warrants

Right of First Refusal

Indemnification

Regulation M

Other Relationships

EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of the expenses (all of which are estimated), other than any underwriting discounts and commissions and expenses reimbursed by us, if any, to be incurred in connection with the Offering.

 

---

PROSPECTUS

TABLE OF CONTENTS	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION	6
PUBLICALLY AVAILABLE INFORMATION ON TITAN	8
DOCUMENTS INCORPORATED BY REFERENCE	9
RISK FACTORS	10
MATERIAL CHANGES	10
CONSOLIDATED CAPITALIZATION	11
DESCRIPTION OF SHARE CAPITAL	11
MEMORANDUM AND ARTICLES OF ASSOCIATION	14
USE OF PROCEEDS	22
PLAN OF DISTRIBUTION	23
DESCRIPTION OF SECURITIES	24
TRADING	25
DILUTION	25
EXPENSES OF ISSUANCE AND DISTRIBUTION	26
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT  LIABILITIES	26
MATERIAL CONTRACTS	26
EXCHANGE CONTROLS	26
CERTAIN INCOME TAX CONSIDERATIONS	27
DOCUMENTS ON DISPLAY	27
EXPERTS	27
LEGAL MATTERS	27
INTEREST OF EXPERTS AND COUNSEL	27
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS	28
EXHIBITS	29
UNDERTAKINGS	29
SIGNATURES	30

POWERS OF ATTORNEY

30

(a)	Our Form 40-F Annual Report dated March 29, 2019 for the year ended December 31, 2018 (the “40-F”) filed with the SEC on March 29, 2019;

(b)	Our Material Change Report dated March 6, 2019 which was included as Exhibit 99.1 to the Form 6-K filed with the SEC on March 8, 2019;
(c)	Our Material Change Report dated March 28, 2019 which was included as Exhibit 99.4 to the Form 6-K filed with the SEC on May 31, 2019;
(d)	Our Unaudited Condensed Interim Financial Statements for the three-month period ended March 31, 2019, which were included as Exhibit 99.2 to the Form 6-K filed with the SEC on May 15, 2019;

(e)	Our Management Discussion and Analysis for the three-month period ended March 31, 2019 (the “March 2019 MD&A”), which was included as Exhibit 99.3 to the Form 6-K filed with the SEC on May 15, 2019;

(f)	Our management information circular for the annual general meeting of shareholders held on May 29, 2019 which was included as Exhibit 99.6 to the Form 6-K filed with the SEC on May 31, 2019; and

		As at March 31, 2019
Liabilities
Accounts payable and accrued liabilities		$	6,495,644
Other current liabilities – with warrant liability			33,774,970
Total current liabilities			40,270,614
Loan payable			0
Long-term liability			0
Total non-current liabilities			0
Equity
Common shares			189,726,067
Warrants			0
Contributed surplus			6,903,766
Deficit			(201,220,574	)
Total equity/(deficit)			(4,590,741	)
Total liabilities and equity			35,679,873

Common Shares

Board of Director Quorum and Vote Requirements
Delaware		Ontario
Under the DGCL, a majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate or bylaws require a greater number. The bylaws may lower the number required for a quorum to one-third the number of directors, but no less.		Under the OBCA, subject to an Ontario corporation’s articles or bylaws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors. Where a corporation has fewer than three directors, all directors must be present at any meeting to constitute a quorum.
Under the DGCL, the board of directors may take action by the majority vote of the directors present at a meeting at which a quorum is present unless the certificate of incorporation or bylaws require a greater vote.		Under the OBCA, subject to an Ontario corporation’s articles or bylaws, where there is a vacancy or vacancies in the board of directors, the remaining directors may exercise all the powers of the board so long as a quorum of the board remains in office.

Transactions with Directors and Officers
Delaware		Ontario
The DGCL generally provides that no transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if (i) the material facts as to the director’s or officer’s interest and as to the transaction are known to the board of directors or the committee, and the board or committee in good faith authorizes the transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum (ii) the material facts as to the director’s or officer’s interest and as to the transaction are disclosed or are known to the stockholders entitled to vote thereon, and the transaction is specifically approved in good faith by vote of the stockholders; or (iii) the transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.		The OBCA requires that a director or officer of a corporation who is: (i) a party to a material contract or transaction or proposed material contract or transaction with the Company; or (ii) a director or an officer of, or has a material interest in, any person who is a party to a material contract to or transaction or proposed material contract or transaction with the Company shall disclose in writing to the Company or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest. An interested director is prohibited from attending the part of the meeting during which the contract or transaction is discussed and is prohibited from voting on a resolution to approve the contract or transaction except in specific circumstances, such as a contract or transaction relating primarily to his or her remuneration as a director, a contract or transaction for indemnification or liability insurance of the director, or a contract or transaction with an affiliate of the Company. If a director or officer has disclosed his or her interest in accordance with the OBCA and the contract or transaction was reasonable and fair to the Company at the time it was approved, the director or officer is not accountable to the Company or its shareholders for any profit or gain realized from the contract or transaction and the contract or transaction is neither void nor voidable by reason only of the interest of the director or officer or that the director is present at or is counted to determine the presence of a quorum at the meeting of directors that authorized the contract or transaction.
		The OBCA further provides that even if a director or officer does not disclose his or her interest in accordance with the OBCA, or (in the case of a director) votes in respect of a resolution on a contract or transaction in which he or she is interested contrary to the OBCA, if the director or officer acted honestly and in good faith and the contract or transaction was reasonable and fair to the Company at the time it was approved, the director or officer is not accountable to the Company or to its shareholders for any profit or gain realized from the contract or transaction by reason only of his or her holding the office of the director or officer and the contract or transaction is not by reason only of the director’s or officer’s interest therein void or voidable, if the contract or transaction has been confirmed or approved by the shareholders by special resolution, on the basis of disclosure in reasonable detail of the nature and extent of the director’s or officer’s interest in the notice of meeting or management information circular.

Call and Notice of Stockholder Meetings
Delaware		Ontario
Under the DGCL, an annual or special stockholder meeting is held on such date, at such time and at such place as may be designated by the board of directors or any other person authorized to call such meeting under the Company’s certificate of incorporation or bylaws. If an annual meeting for election of directors is not held on the date designated or an action by written consent to elect directors in lieu of an annual meeting has not been taken within 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the later of the last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.		Under the OBCA, the directors of a corporation are required to call an annual meeting of shareholders no later than fifteen months after holding the last preceding annual meeting. Under the OBCA, the directors of a corporation may call a special meeting at any time. In addition, holders of not less than five percent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders.

Delaware		Ontario
Under the DGCL, a majority of the stockholders of a corporation may act by written consent without a meeting unless such action is prohibited by the Company’s certificate of incorporation.		Under the OBCA, a written resolution signed by all the shareholders of a corporation who would have been entitled to vote on the resolution at a meeting is effective to approve the resolution.

Stockholder Nominations and Proposals
Delaware		Ontario
Not applicable.		Under the OBCA, a shareholder entitled to vote at a shareholders’ meeting may submit a shareholder proposal relating to matters which the shareholder wishes to propose and discuss at a shareholders’ meeting and, subject to such shareholder’s compliance with the prescribed time periods and other requirements of the OBCA pertaining to shareholder proposals, the Company is required to include such proposal in the information circular pertaining to any meeting at which it solicits proxies, subject to certain exceptions. Notice of such a proposal must be provided to the Company at least 60 days before the anniversary date of the last annual shareholders’ meeting, or at least 60 days before any other meeting at which the matter is proposed to be raised.
		In addition, the OBCA requires that any shareholder proposal that includes nominations for the election of directors must be signed by one or more holders of shares representing in the aggregate not less than five per cent of the shares or five per cent of the shares of a class or series of shares of the Company entitled to vote at the meeting to which the proposal is to be presented.

Delaware		Ontario
Under the DGCL, quorum for a stock corporation is a majority of the shares entitled to vote at the meeting unless the certificate of incorporation or bylaws specify a different quorum, but in no event may a quorum be less than one-third of the shares entitled to vote. Unless the DGCL, certificate of incorporation or bylaws provide for a greater vote, generally the required vote under the DGCL is a majority of the shares present in person or represented by proxy, except for the election of directors which requires a plurality of the votes cast.		Under the OBCA, unless the bylaws otherwise provide, the holders of a majority of the shares of an OBCA corporation entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, constitute a quorum.

Delaware		Ontario
Amendment of Certificate of Incorporation. Generally, under the DGCL, the affirmative vote of the holders of a majority of the outstanding stock entitled to vote is required to approve a proposed amendment to the certificate of incorporation, following the adoption of the amendment by the board of directors of the Company, provided that the certificate of incorporation may provide for a greater vote. Under the DGCL, holders of outstanding shares of a class or series are entitled to vote separately on an amendment to the certificate of incorporation if the amendment would have certain consequences, including changes that adversely affect the rights and preferences of such class or series.		Amendment of Articles. Under the OBCA, amendments to the articles of incorporation generally require the approval of not less than two-thirds of the votes cast by shareholders entitled to vote on the resolution.
Amendment of Bylaws. Under the DGCL, after a corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be vested in the stockholders entitled to vote; provided, however, that any corporation nay, in its certificate of incorporation, provide that bylaws may be adopted, amended or repealed by the board of directors. The fact that such power has been conferred upon the board of directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal the bylaws.		Amendment of Bylaws. Under the OBCA, the directors may, by resolution, make, amend or repeal any bylaws that regulate the business or affairs of a corporation and they must submit the bylaw, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may confirm, reject or amend the bylaw, amendment or repeal.
Votes on Mergers, Consolidations and Sales of Assets
Delaware		Ontario
The DGCL provides that, unless otherwise provided in the certificate of incorporation or bylaws, the adoption of a merger agreement requires the approval of a majority of the outstanding stock of the Company entitled to vote thereon.		Under the OBCA, the approval of at least two-thirds of votes cast by shareholders entitled to vote on the resolution is required for extraordinary corporate actions. Extraordinary corporate actions include: amalgamations; continuances; sales, leases or exchanges of all or substantially all of the property of a corporation; liquidations and dissolutions.

Dissenter’s Rights of Appraisal
Delaware		Ontario
Under the DGCL, a stockholder of a Delaware corporation generally has the right to dissent flume, merger or consolidation in which the Delaware corporation is participating, subject to specified procedural requirements, including that such dissenting stockholder does not vote in favor of the merger or consolidation. However, the DGCL does not confer appraisal rights, in certain circumstances, including if the dissenting stockholder owns shares traded on a national securities exchange and will receive publicly traded shares in the merger or consolidation. Under the DGCL, a stockholder asserting appraisal rights does not receive any payment for his or her shares until the court determines the fair value or the parties otherwise agree to a value. The costs of the proceeding may be determined by the court and assessed against the parties as the court deems equitable under the circumstances.		Under the OBCA each of the following matters listed will entitle shareholders to exorcise rights of dissent and to be paid the fair value of their shares: (i) any amalgamation with another corporation (other than with certain affiliated corporations); (ii) an amendment to the Company’s articles to add, change or remove any provisions restricting the issue, transfer or ownership of that class of shares; (iii) an amendment to the Company’s articles to add, change or remove any restriction upon the business or businesses that the Company may carry on; (iv) a continuance under the laws of another jurisdiction; (v) a sale, lease or exchange of all or substantially all the property of the Company other than in the ordinary course of business; and (vi) where a court order permits a shareholder to dissent in connection with an application to the court for an order approving an arrangement.   However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy, unless otherwise authorized by the court. The OBCA provides these dissent rights for both listed and unlisted shares.   Under the OBCA, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act or omission of a corporation which is oppressive or unfairly prejudicial to or that unfairly disregards a shareholder’s interests.

Change of Control Restrictions
Delaware		Ontario
Unless an issuer opts out of the provisions of Section 203 of the DGCL, Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with a holder of 15% or more of the Company’s voting stock (as defined in Section 203), referred to as an interested stockholder, for a period of three years after the date of the transaction in which the interested stockholder became an interested stockholder, except as otherwise provided in Section 203. For these purposes, the term “business combination” includes mergers, assets sales and other similar transactions with an interested stockholder.		While the OBCA does not contain specific anti- takeover provisions with respect to “business combinations”, roles and policies of certain Canadian securities regulatory authorities, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), contain requirements in connection with, among other things, ‘related party transactions” and “business combinations”, including, among other things, any transaction by which an issuer directly or indirectly engages in the following with a related party: acquires, sells, leases or transfers an asset, acquires the related party, acquires or issues treasury securities, amends the terms of a security if the security is owned by the related party or assumes or becomes subject to a liability or takes certain other actions with respect to debt.

		The term “related party” includes directors, senior officers and holders of more than 10% of the voting rights attached to all outstanding voting securities of the issuer or holders of a sufficient number of any securities of the issuer to materially affect control of the issuer.
		MI 61-101 requires, subject to certain exceptions, the preparation of a formal valuation relating to certain aspects of the transaction and more detailed disclosure in the proxy material sent to security holders in connection with a related party transaction including related to the valuation. MI 61-101 also requires, subject to certain exceptions, that an issuer not engage in a related party transaction unless the shareholders of the issuer, other than the related parties, approve the transaction by a simple majority of the votes cast.

SEC registration fees		$	15,150
Nasdaq Listing fees			(1	)
TSX Listing fees			(1	)
Printing Expenses			(1	)
Legal fees and expenses			(1	)
Accountants’ fees and expenses			(1	)
Transfer agent fees and expenses			(1	)
Miscellaneous			(1	)
Total		$

(1)	To be provided by a Prospectus Supplement, or as an exhibit to a Report on Form 6-K that is incorporated by reference into this Prospectus.

Prospectus Supplement