UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F/A

(Amendment #1)

 

 

 

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2019

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

 

OR

 

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:                                 

Commission file number 001-38524

 

 

Titan Medical Inc.

(Exact name of Registrant as specified in its charter)

 

 

Ontario, Canada

(Jurisdiction of incorporation or organization)

155 University Avenue, Suite 750

Toronto, Ontario M5H 3B7

Canada

(416) 548-7522

(Address of principal executive offices)

Stephen Randall

Titan Medical Inc.

155 University Avenue, Suite 750

Toronto, Ontario M5H 3B7

Canada

Tel: (416) 548-7522

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, no par value		TMDI		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2019, 39,907,681 Common Shares of the Registrant were issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐     No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐		Non-accelerated filer		☒
								Emerging growth company		☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ☐		International Financial Reporting Standards as issued						Other  ☐
		by the International Accounting Standards Board		☒

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17  ☐             Item 18  ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

 

 

 

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Explanatory Note

This Amendment No. 1 on Form 20-F/A (the “Amendment”) amends Titan Medical Inc’s (the “Company”) Annual Report on Form 20-F for the fiscal year ended December 31, 2019 (the “Form 20-F”), as filed with the Securities and Exchange Commission on April 2, 2020, and is being filed solely to furnish the Company’s financial statements for the fiscal years ended December 31, 2018 and 2017 formatted in eXtensible Business Reporting Language (“XBRL”)..

Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, we have repeated the entire text of Item 19 from the Form 20-F in this Amendment. However, there have been no changes to the text of such item other than the change stated in the immediately preceding paragraph.

This Amendment includes new certifications by our Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits 12.1, 12.2, 13.1 and 13.2 hereto.

Except as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Form 20-F or reflect any events that have occurred after the filing of the original Form 20-F.

 

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Item 19. Exhibits.

 

 

Exhibit Number		Name
1.1		Articles of Amalgamation dated July 28, 2008 (incorporated by reference from Exhibit 3.1 to the Company’s Form F-3 filed on July 30, 2019)
1.2		Articles of Amendment dated June 19, 2018 (incorporated by reference from Exhibit 3.2 to the Company’s Form F-3 filed on July 30, 2019)
1.3		Amended and Restated By-Law No. 1 dated June  9, 2015 (incorporated by reference from Exhibit 3.3 to the Company’s Form F-3 filed on July 30, 2019)
2.1		Description of the Company’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934*
4.1		Stock Option Plan*
4.2		Share Unit Plan*
4.3		Deferred Share Unit Plan*
12.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)
12.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)
13.1		Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
13.2		Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
15.1		Management’s discussion and analysis of the Company for the year ended December 31, 2019*
15.2		Management’s discussion and analysis of the Company for the year ended December 31, 2018*
15.3		Consent of BDO Canada LLP, Chartered Professional Accountants and Licensed Public Accountants*

101.INS                 XBRL Instance Document

101.SCH                XBRL Taxonomy Extension Schema Document

101.CAL                XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF                XBRL Taxonomy Extension Definition Linkbase Document

101.LAB                XBRL Taxonomy Extension Label Linkbase Document

101.PRE                XBRL Taxonomy Extension Presentation Linkbase Document

* previously filed

 

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SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sight this Annual Report on its behalf.

 

Date: April 2, 2020

 

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