TMD Titan Medical Inc

Titan Medical Inc. (“Titan” or the “Company”) (TSX: TMD; OTC: TMDIF), today reported financial results for the three and six months ended June 30, 2024.

Recent Activities in Q2 2024:

• On May 29, 2024, the Company announced an amendment to the timeframe under which certain closing conditions must be met in the amalgamation agreement dated March 17, 2024 with Conavi Medical Inc. (“Conavi”), 1000824255 Ontario Inc. (a wholly-owned subsidiary of Titan) (the “Amalgamation Agreement”).
• On July 5, 2024, the Company announced the second amendment to the timeframe under which certain conditions must be met in the Amalgamation Agreement and announced the Company was seeking an additional extension with the Toronto Stock Exchange (“TSX”) to hold its Annual General and Special Meeting of Shareholders (the “Titan AGM”) on or before September 30, 2024.
• On August 14, 2024, the Company announced the third amendment to alter certain closing conditions that must be met in the Amalgamation Agreement.
  • extending the Outside Date (as such term is defined in the Amalgamation Agreement) for completion of the Proposed Transaction to October 10, 2024;
  • extending the date by which the Concurrent Financing (as such term is defined in the Amalgamation Agreement) must be committed to September 3, 2024;
  • reducing the minimum aggregate size of the Concurrent Financing (as such term is defined in the Amalgamation Agreement) from $15 million to $7.5 million;
  • extending the date by which Conavi financial statements must be completed to August 23, 2024;
  • reducing the minimum net cash Titan must have at the Effective Time (as such term is defined in this Amalgamation Agreement) from US$5 million to US$2 million;
  • extending the targeted date by which the information circular for the Titan AGM must be mailed to shareholders to September 3, 2024;
  • extending the targeted date by which the Titan AGM must be held to September 30, 2024;
  • extending the targeted date by which the information circular for the Conavi annual general meeting must be mailed to shareholders to September 3, 2024; and
  • extending the targeted date by which the Conavi annual general meeting must be held to September 30, 2024.

Financial Highlights:

As of June 30, 2024, Titan had cash of $3.9 million, compared to $7.5 million as at December 31, 2023. Working capital was $3.3 million as of June 30, 2024, compared to $5.5 million as at December 31, 2023.

Research and development (“R&D”) expenses were nil for the three months ended June 30, 2024 compared to $0.4 million for the three months ended June 30, 2023. R&D expenses were recovery of $0.1 million for the six months ended June 30, 2024 compared to $0.8 million for the six months ended June 30, 2023.

In the three and six months ended June 30, 2023, the Company implemented cost-cutting measures that significantly reduced R&D expenses. In the six months ended June 30, 2024, R&D expense recovery of $0.1 million is attributed to cancellation of stock options and restricted share units related to R&D personnel.

General and administrative (“G&A”) expenses were $1.1 million and $2.0 million for the three and six months ended June 30, 2024 compared to $4.3 million and $6.6 million for the comparative periods ended June 30, 2023. The decrease in G&A expenses in the current period is related to the cost-cutting measures implemented in Q2, 2023. In 2023, G&A expenses included severance charges of $1.4M, transaction costs of $1.5M, and increased stock-based compensation, offset by reduction in costs due to cost-cutting measures.

The Company’s interim consolidated financial statements and management discussions and analysis for the period ended June 30, 2024 are available at www.sedarplus.ca. The Company’s condensed interim consolidated financial statements have been prepared by management and reviewed by the Company’s auditors.

About Titan Medical

Titan Medical Inc. (TSX: TMD; OTC: TMDIF) is a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ontario, has developed an expansive patent portfolio related to the enhancement of robotic assisted surgery (RAS), including through a single access point, and is currently focused on evaluating new opportunities to further develop and license its intellectual property while pursuing the completion of its agreed upon Transaction with Conavi Medical Inc.

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 Titan’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: Titan evaluating new opportunities to further develop and license its intellectual property, the payment of future settlement amounts, the delivery of materials to Titan, and the completion of the merger with Conavi.

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 Titan’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, Titan’s ability to retain key personnel; its ability to execute on its business plans and strategies; its ability to continue to license some or all its intellectual property to third parties and receive any material consideration and other factors listed in the “Risk Factors” section of Titan’s Annual Information Form for the fiscal year ended December 31, 2023 (which may be viewed at www.sedarplus.com). 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 Titan 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, Titan cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, Titan 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.

ContactChien HuangChief Financial Officerinvestors@titanmedicalinc.com

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