Titan Medical Inc. (“
Titan” or the
“
Company”) (TSX: TMD; OTC: TMDIF) is providing a
default status report in accordance with the alternative
information guidelines set out in National Policy 12-203 –
Management Cease Trade Orders (“
NP 12-203”).
On March 22, 2023, and as further updated on April 3, 2023,
April 17, 2023, and May 1, 2023, the Company announced (the
“Default Announcement”) that under NP
12-203 it had applied to the Ontario Securities Commission
(the “OSC”) requesting a management cease trade
order (“MCTO”) be imposed in respect of the late
filing of 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
(collectively, the “Annual Filing Documents”). The
MCTO was granted by the OSC on April 3, 2023.
The MCTO restricts all trading in and all acquisitions of the
securities of the Company, directly or indirectly, by the Chief
Executive Officer and the Chief Financial Officer of the Company
until two full business days following the receipt by the OSC of
the Annual Filing Documents and any other filings the Company is
required to make under Ontario securities laws, or upon the further
order of the director of the OSC. The MCTO does not affect the
ability of shareholders who are not named in the MCTO to trade
their securities.
The Company has previously disclosed that it intends to file the
Annual Filing Documents by May 19, 2023. After discussing with its
auditors, the Company now expects to file the Annual Filing
Documents by May 31, 2023 (the “Delay”). The
Company has notified the OSC regarding the Delay but has not had an
opportunity to engage in discussions with them.
The Company confirms that: (a) the Company is satisfying and
confirms that it intends to continue to satisfy the provisions of
the alternative information guidelines under NP 12-203; (b) there
has not been any other specified default by the Company under NP
12-203; and (c) the Company is working to complete the Annual
Filing Documents.
The Company will continue to issue bi-weekly
default status reports as required.
Separately, on March 22, 2023, the Company
announced 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 filed a Form 25 on April 4, 2023 and its reporting
obligations under Section 12(b) of the Exchange Act were suspended
on or about April 17, 2023. The Company also filed 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 April 19, 2023, being on or after the suspension date of the
Section 12(b) reporting obligations, which immediately suspended
the Company’s filing obligations under Section 15(d) of 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.
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 Filing Documents
and the date that the Company expects to file same; the Company’s
evaluation of options for the business; the impact of the MCTO on
the Company, its shareholders, directors and securities; the
expected duration of the MCTO; the OSC’s response to the late
filing of the Annual Filing Documents; and the Company continuing
to issue bi-weekly default status reports.
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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