Titan Medical Inc. (“
Titan” or the
“
Company”) (TSX: TMD; OTC: TMDIF) today announces
that, as a result of certain financial and operational challenges
that the Company has experienced over the past several months and
as a result of the Company devoting significant management
resources to rectifying these challenges, the Company will not be
filing its annual financial statements, the related management’s
discussion and analysis and annual information form, and the
accompanying chief executive officer and chief financial officer
certification for its financial year ended December 31, 2022 (the
“
Annual Filings”), within 90 days of December 31,
2022, as required under Parts 4 and 5 of National Instrument 51-102
– Continuous Disclosure Obligations and National Instrument 52-109
– Certification of Disclosure in Issuers’ Annual and Interim
Filings.
The Company has made an application to the Ontario Securities
Commission, as its principal regulator, under National Policy
12-203 – Cease Trade Orders for Continuous Disclosure Defaults
("NP 12-203") requesting that a management cease
trade order ("MCTO") be imposed in respect of the
late filing of the Annual Filings. The issuance of a MCTO would not
generally affect the ability of persons who are not officers or
directors of the Company to trade in the Company’s securities. If
the MCTO is granted, the MCTO will prohibit the chief executive
officer, the chief financial officer, and possibly the directors or
other officers of the Company from trading in securities of the
Company for so long as the Annual Filings are not filed. The MCTO,
if granted in the form sought, will not generally affect the
ability of shareholders who are not insiders of the Company to
trade their securities of the Company. There is no guarantee that a
MCTO will be granted.
The Company has the necessary financial and human resources to
remedy the default and expects to remedy the default by filing the
Annual Filings on or before May 19, 2023 and will issue a news
release announcing completion of filing of the Annual Filings at
such time. Until the Company files the Annual Filings, it will
comply with the alternative information guidelines set out in NP
12-203, including issuing bi-weekly default status reports by way
of news releases, which will be filed on SEDAR.
The Company also announces its intention to file a Form 25
(Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”)) ("Form 25") with
the U.S. Securities and Exchange Commission (the
"SEC"). The Company anticipates filing with the
SEC a Form 25 on or about April 3, 2023 and expects its
reporting obligations under Section 12(b) of the Exchange Act to be
suspended on or about April 14, 2023 (approximately 10 days
after filing the Form 25).
The Company also intends on filing a Form 15 (Certification and
Notice of Termination of Registration Under Section 12(g) of the
Exchange Act or Suspension of Duty to File Reports Under Sections
13 and 15(d) of Exchange Act) with the SEC on or about April 14,
2023, which is the anticipated suspension date of the Section 12(b)
reporting obligations, to immediately suspend the Company’s filing
obligations under the Exchange Act, including the Company’s
requirements to file on a go-forward basis annual reports on Form
40-F or Form 20-F and periodic reports on Form 6-K.
The Company reserves the right, for any reason, to delay its
Form 25 and Form 15 filings to deregister, respectively, to
withdraw them prior to effectiveness, and to otherwise change its
plans in respect of deregistration in any way.
About Titan Medical
Titan Medical Inc. (TSX: TMD), a medical device company
headquartered in Toronto, Ontario with operations in Chapel Hill,
North Carolina, was focused on enhancing robotic assisted surgery
(RAS) using innovative technology through a single access point. On
November 30, 2022, the Company announced the commencement of a
strategic review process that considered a full range of strategic
alternatives including corporate sale, merger or other business
combination, a sale of all or a portion of the Company’s assets,
strategic investment or other significant transaction. On February
8, 2023, the Company announced that none of the parties approached
as part of the strategic review process expressed an interest in
pursuing a transaction with the Company. As a result, the Company
initiated various cost-cutting measures and announced that its
board of directors had determined to prioritize the sale of all or
a portion of the Company’s assets and subsequently on February 14,
2023, the Company announced that it had laid off a number of senior
management personnel.
Cautionary Statement Regarding
Forward-Looking Information
This news release contains “forward-looking statements” within
the meaning of applicable Canadian and U.S. securities laws, which
reflect the current expectations of management of the Company’s
future growth, results of operations, performance and business
prospects and opportunities. Forward-looking statements are
frequently, but not always, identified by words such as “may”,
“would”, “could”, “will”, “anticipate”, “believe”, “plan”,
“expect”, “intend”, “estimate”, “potential for” and similar
expressions, although these words may not be present in all
forward-looking statements. Forward-looking statements that appear
in this release may include, without limitation, references to: the
Company’s Annual Filings and whether the Company will remedy the
default on or before May 19, 2023; whether the MCTO will be granted
by the Ontario Securities Commission; the impact of the MCTO on the
Company, its shareholders and directors, the Company’s compliance
with NP-203; the Company filing a Form 25 and the effect thereof;
and the Company filing a Form 15 and the effect thereof.
These forward-looking statements reflect management’s current
beliefs with respect to future events and are based on information
currently available to management that, while considered reasonable
by management as of the date on which the statements are made, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies which could result in
actions, events, conditions, results, performance or achievements
to be materially different from those projected in the
forward-looking statements. Forward-looking statements involve
significant risks, uncertainties and assumptions and 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. Such factors and assumptions
include, but are not limited to, the Company’s ability to retain
key personnel; its ability to execute on its business plans and
strategies; the sufficiency of its working capital to continue to
fund its operations and other factors listed in the “Risk Factors”
section of the Company’s Annual Report for the fiscal year ended
December 31, 2021 (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 and the Company has attempted to identify
important factors that could cause actual actions, events,
conditions, results, performance or achievements to differ
materially from those described in forward-looking statements, the
Company cannot assure prospective investors that actual results,
performance or achievements will be consistent with these
forward-looking statements. Except as required by law, the Company
expressly disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new
information, future events or otherwise. Accordingly, investors
should not place undue reliance on forward-looking statements. All
the forward-looking statements are expressly qualified by the
foregoing cautionary statements.
ContactStephen LemieuxChief Financial
Officerinvestors@titanmedicalinc.com
###
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