Titan Medical Inc. Registration statement for securities of certain foreign private issuers

Registration statement for securities of certain foreign private issuers

Share Capital (Tables)

Share Capital (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2019

Share Capital [Abstract]

Summary of shares sold under share purchase agreement

Between January 3, 2020 and February 13, 2020, the Company issued 4,408,048 common shares pursuant to the Second Aspire Agreement as outlined in the following table:

Grant Date	Common shares issued		Value
January 3, 2020		500,000	$	219,600
January 6, 2020		500,000		229,300
January 8, 2020		400,000		195,160
January 10, 2020		500,000		247,550
January 17, 2020		600,000		303,000
January 23, 2020		600,000		295,320
February 6, 2020		600,000		282,000
February 13, 2020		708,048		300,000

		4,408,048	$	2,071,930

Subsequent to August 29, 2019 and subject to the First Aspire Agreement, the Company issued Common Shares to Aspire as outlined in the following table:

Grant Date	Common shares issued		Value
August 30, 2019		2,417,162	$	3,000,000
November 8, 2019		100,000		42,560
November 8, 2019		100,000		42,560
November 12, 2019		100,000		42,970
November 12, 2019		100,000		42,000
November 13, 2019		100,000		42,970
November 14, 2019		300,000		128,910
November 15, 2019		2,500,000		1,074,250
November 19, 2019		2,067,282		888,311

		7,784,444	$	5,304,531


Grant Date	Common shares issued		Value
August 30, 2019		2,417,162	$	3,000,000
November 8, 2019		100,000		42,560
November 8, 2019		100,000		42,560
November 12, 2019		100,000		42,970
November 12, 2019		100,000		42,000
November 13, 2019		100,000		42,970
November 14, 2019		300,000		128,910
November 15, 2019		2,500,000		1,074,250
November 19, 2019		2,067,282		888,311

		7,784,444	$	5,304,531

Summary of Weighted Average Inputs Used in the Measurement of Fair Values at the Amendment Date of the Share-Based Option Plan

The weighted average inputs used in the measurement of fair values at the amendment date of the share-based option plan are as follows:


	May 29, 2019 before the amendments	May 29, 2019 after the amendments
Fair Value calculated	CDN $ 0.01 -$ 1.40	CDN $ 1.06 -$ 2.10
Share price at grant	CDN $ 3.47	CDN $ 3.47
Exercise price	CDN $ 12.90 -$ 51.60	CDN $ 4.54
Expected Volatility	98.6 %- 99.4 %	98.6 %- 99.4 %
Expected Option Life	1.0 - 3.5 years	1.0 - 3.5 years
Expected dividends	Nil	Nil
Risk free interest rate (based on government bonds)	1.48 %- 1.57 %	1.48 %- 1.57 %

Summary of Options Outstanding

A summary of the status of the Company’s outstanding stock options as of March 31, 2020 and December 31, 2019 and changes during the periods ended on those dates is presented in the following table:

Stock Options – CDN $ denominated

	Three months ended March 31, 2020				Year Ended December 31, 2019
	Number of Stock Options⁽¹⁾		Weighted average Exercise Price (CDN)		Number of Stock Options⁽¹⁾			Weighted average Exercise Price (CDN)

Balance Beginning		860,379	$	5.89		875,433		$	18.20
Granted		25,765		0.66		35,719			4.54
Expired/Forfeited		-		-		(50,773	)		31.79
Balance Ending		886,144	$	5.74		860,379		$	5.89

Stock Options – US $ denominated

	Three months ended March 31, 2020					Year Ended December 31, 2019
	Number of Stock Options			Weighted average Exercise Price (USD)		Number of Stock Options			Weighted average Exercise Price (USD)

Balance Beginning		854,042		$	2.65		50,349		$	1.55
Granted		-			-		843,693			2.72
Expired/Forfeited		(467,255	)		2.20		(40,000	)		3.72
Balance Ending		386,787		$	3.19		854,042		$	2.65

1.	After giving consideration for 30:1 share consolidation effected June 20, 2018.

A summary of the status of the Company’s outstanding stock options as of December 31, 2019 and December 31, 2018 and changes during the periods ended on those dates is presented in the following table:

Stock Options - CDN $ denominated


Year ended	December 31, 2019					December 31, 2018
	Number of Stock Options			Weighted average Exercise Price (CDN)		Number of Stock Options (1)			Weighted average Exercise Price (CDN)
Balance Beginning		875,433		$	18.20		591,609		$	21.30
Granted		35,719			4.54		322,517			13.51
Expired/Forfeited		(50,773	)		31.79		(38,693	)		24.90

Balance Ending		860,379		$	5.89		875,433		$	18.20

Stock Options - US $ denominated


Year ended	December 31, 2019					December 31, 2018
	Number of Stock Options			Weighted average Exercise Price ( USD )		Number of Stock Options (1)		Weighted average Exercise Price ( US D)
Balance Beginning		50,349		$	1.55		—	$	—
Granted		843,693			2.72		50,349		1.55
Expired/Forfeited		(40,000	)		3.72		—		—

Balance Ending		854,042		$	2.65		50,349	$	1.55

1.	After giving consideration for 30:1 share consolidation effected June 20 , 2018.

Summary of Weighted-Average Remaining Contractual Life and Weighted-Average Exercise Price Options Outstanding and Options Exercisable on Exercise Prices

The weighted-average remaining contractual life and weighted-average exercise price of options outstanding and of options exercisable as at March 31, 2020 are as follows:

Canadian Dollar Denominated Options

Exercise Price (CDN)	Number Outstanding		Weighted-average remaining contractual life (years)		Options Exercisable
$0.66		25,765		6.83		25,765
$3.28		31,498		5.42		31,498
$4.50		18,936		3.03		18,936
$4.54		743,122		3.99		370,354
$4.80		3,040		0.46		3,040
$7.49		5,590		5.27		5,590
$9.00		11,481		5.27		11,481
$9.60		1,105		0.52		1,105
$11.70		6,667		0.69		6,667
$12.00		1,948		0.68		1,948
$30.00		28,260		1.40		28,260
$30.60		2,096		0.73		2,096
$32.40		810		0.83		810
$45.30		560		0.36		560
$51.60		5,266		0.19		5,268



		886,144		3.96		513,378

US Dollar Denominated Options

Exercise Price (USD)	Number Outstanding		Weighted-average remaining contractual life (years)		Options Exercisable
$1.55		50,349		1.72		50,349
$2.20		2,165		2.30		2,165
$3.40		294,273		6.12		197,273
$3.72		40,000		2.44		-


		386,787		5.14		249,787

Total		1,272,931		4.32		763,165

The weighted-average remaining contractual life and weighted-average exercise price of options outstanding and of options exercisable as at December 31, 2019 are as follows:


Canadian Dollar Denominated Options

Exercise Price (CDN)	Number Outstanding		Weighted-average remaining contractual life (years)		Options Exercisable
$3.28		31,498		5.67		31,498
$4.50		18,936		3.28		18,936
$4.54		743,122		6.76		296,807
$4.80		3,040		0.71		3,040
$7.49		5,590		5.52		5,590
$9.00		11,481		5.52		11,481
$9.60		1,105		0.77		1,105
$11.70		6,667		0.94		6,667
$12.00		1,948		0.93		1,948
$30.00		28,260		1.65		28,260
$30.60		2,096		0.98		2,096
$32.40		810		1.08		810
$45.30		560		0.61		560
$51.60		5,266		0.44		5,268

		860,379		4.37		414,066


US Dollar Denominated Options

Exercise Price (USD)	Number Outstanding		Weighted-average remaining contractual life (years)		Options Exercisable
$1.55		50,349		1.97		50,349
$2.20		469,420		6.53		2,165
$3.40		294,273		6.37		197,273
$3.72		40,000		2.69		0

		854,042		6.28		249,787

Total		1,714,421		5.32		663,853

Summary of Options are Granted to Directors, Officers, Employees and Consultants

Options are granted to Directors, Officers, Employees and Consultants at various times. Options are to be settled by physical delivery of shares. Options and the terms of each issue over the year ended December 31, 2019 are outlined below.


Grant date/ Recipient	Number of Options		Vesting Conditions	Contractual Life of Options
February 14, 2019, options granted to a Consultant		40,000	Options may vest over a 15-month vesting schedule	Cancelled

May 29, 2019, options granted to a Director		253,000	Options vest over a specified vesting period not exceeding 4 years	7 years

June 28, 2019, options granted to an Employee		10,000	Options vest as to 1/3 of the total number of Options granted, every year from Grant Date	7 years

July 18, 2019, options granted to a Director		25,719	Options vest immediately	7 years

July 19, 2019, options granted to an Employee		467,255	Options vest as to 1/4 of the total number of Options granted, every year from Grant Date	7 years

July 19, 2019, options granted to a Consultant		2,165	Options vest as to 1/3 of the total number of Options granted, every year from Grant Date	7 years

July 19, 2019, options granted to a Director		41,273	Options vest immediately	7 years

September 9, 2019, options granted to a Consultant		40,000	Options vest over a 15-month vesting schedule subject to achieving certain m ilestones.	2.5 years

Summary of Inputs Used in Measurement of Fair Values at Grant Date of Share Based Option Plan

The weighted average inputs in the original currency of the grants (CDN$ or US$) used in the measurement of fair values at grant date of the share-based option grants for the three months ended March 31, 2020 and 2019 are as follows:

	2020 - CDN	2019 – US
Fair Value calculated	CDN $0.43	-
Share price at grant	CDN $.62	-
Exercise price	CDN $0.66	-
Expected Option Life	3.5 years	-
Risk free interest rate (based on government bonds)	1.41%	-
Expected Volatility	109.00%	-
Expected dividends	Nil	-

The weighted average inputs (in CDN$ or US$ as per the grant) used in the measurement of fair values at grant date of the share-based option plan are as follows:


	2019	2019	2018
Fair Value calculated	US $1.48	CDN $1.61	CDN $5.99
Share price at grant	US $2.36	CDN $2.90	CDN $10.79
Exercise price	US $2.72	CDN $4.54	CDN $11.97
Expected Option Life	3.5 years	3.4 years	3 years
Risk free interest rate (based on government bonds)	1.50%	1.43%	1.90%
Expected Volatility	97.90%	98.10%	90.12%
Expected dividends	Nil	Nil	Nil