Titan Medical Announces New Common Share Purchase Agreement With Aspire Capital Fund of up to US$35 Million
TORONTO--(BUSINESS WIRE)--Dec 23, 2019--
Titan Medical Inc. (“Titan” or the “Company”) (TSX: TMD) (Nasdaq: TMDI), a medical device company focused on the design, development and commercialization of a robotic surgical system for application in minimally invasive surgery (“MIS”), announces that it has entered into a Common Share Purchase Agreement (the “Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) where Aspire Capital has committed to purchase up to US$35.0 million of common shares of Titan at Titan’s request from time to time, until June 23, 2022. This new Agreement replaces the prior Common Share Purchase Agreement announced on August 29, 2019, which has been terminated upon entering into this Agreement.
Other terms of the Agreement provide that:
Under the terms of the Agreement, Titan will immediately issue 973,000 common shares to Aspire Capital as a commitment fee (the “Commitment Shares”).
Any sale of common shares by Aspire Capital is expected to be made to arm’s length parties. There are no rights of first refusal, participation rights, penalties or liquidated damages in the Agreement. Titan maintains the right to terminate the Agreement at any time, at its discretion, without any additional cost or penalty.
Titan will file a prospectus supplement (the “Prospectus Supplement”) to the Company’s Form F-3 shelf registration statement (File No. 333-232898), which was declared effective on August 2, 2019 by the U.S. Securities and Exchange Commission, qualifying the offer and sale of common shares to Aspire Capital (including the Commitment Shares).
Under the Agreement, no common shares will be sold by Aspire Capital on the TSX or on other trading markets in Canada. The TSX has conditionally approved the issuance of common shares pursuant to the Agreement, and Nasdaq has completed its review pertaining to the listing of the common shares issuable under the Agreement and the Commitment Shares without any comments.
A copy of the Prospectus Supplement will be available on EDGAR at www.sec.gov or may be obtained upon request to Titan at the following address:
155 University Avenue, Suite 750
Toronto, Ontario M5H 3B7
Tel: (416) 548-7522
This press release does not constitute an offer to sell or the solicitation of any offer to purchase any securities, nor will there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Titan Medical Inc.
Titan Medical Inc. is focused on computer-assisted robotic surgical technologies for application in MIS. The Company is developing a single-port robotic surgical system comprised of a surgeon-controlled patient cart that includes a dual-view camera system with 3D and 2D high-definition vision options and multi-articulating instruments for performing MIS procedures, and a surgeon workstation that provides an advanced ergonomic interface to the patient cart and a 3D endoscopic view inside the patient’s body. Titan intends to initially pursue gynecologic surgical indications for use of its single-port robotic surgical system.
This news release contains “forward-looking statements” which reflect the current expectations of management of the Company’s future growth, results of operations, performance and business prospects and opportunities including statements concerning timing for filing the prospectus supplement, mechanics surrounding pricing and drawdowns on the facility, sales of common shares by Aspire and selling of shares on the TSX. Wherever possible, words such as “may”, “would”, “could”, “will”, “shall”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions have been used to identify these forward-looking statements. These statements reflect management’s 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, and include, without limitation, statements regarding: our continued eligibility to use the Form F-3 shelf registration statement; our ability to raise additional capital through the sale of common shares to Aspire Capital; and the sale of common shares by Aspire Capital to arm’s length parties. Many factors could cause the Company’s 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 Company’s Annual Information Form dated March 29, 2019 (which may be viewed at www.sedar.com and at www.sec.gov ). 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 current or prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements.
View source version on businesswire.com:https://www.businesswire.com/news/home/20191223005302/en/
CONTACT: LHA Investor Relations
Kim Sutton Golodetz
KEYWORD: NORTH AMERICA CANADA
INDUSTRY KEYWORD: PROFESSIONAL SERVICES HEALTH MEDICAL DEVICES FINANCE
SOURCE: Titan Medical Inc.
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PUB: 12/23/2019 09:17 AM/DISC: 12/23/2019 09:17 AM