TORONTO, Ontario, Sept. 30, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. ("Titan") (TSX: TMD; OTC: TMDIF) announces that its board of directors (the "Board") has approved the voluntary delisting (the "Delisting") of Titan's common shares (the "Titan Shares") from the Toronto Stock Exchange (the "TSX"). Subject to approval by the TSX and the completion of all closing conditions for the Transaction (defined below) it is expected that the Titan Shares will be delisted from the TSX effective as of close of markets between October 4, 2024 and October 10, 2024.
Titan remains a "reporting issuer" in Canada and will continue to provide regular comprehensive disclosure pursuant to applicable Canadian securities laws.
Titan intends to change the listing of the Titan Shares to the TSX Venture Exchange ("TSXV"), in connection with its proposed acquisition of all of the issued and outstanding shares of Conavi Medical Inc. ("Conavi") by way of a three-cornered amalgamation under which 1000824255 Ontario Inc. ("Subco"), a wholly owned subsidiary of Titan, will amalgamate with Conavi and continue as one entity and Conavi shareholders will receive Titan Shares (the "Transaction"). In connection with the closing of the Transaction, post-Transaction Titan (the "Resulting Issuer") is expected to be renamed as Conavi Medical Corp. The Transaction will be conducted pursuant to the terms of a definitive agreement entered into between Titan, Conavi, and Subco on March 17, 2024, as amended (the "Amalgamation Agreement") and will constitute a "reverse take-over" of Titan within the policies of the TSXV. Having received conditional listing approval from the TSXV, it is intended that the Resulting Issuer shares will begin trading on the TSXV on the next business day following the TSX delisting date.
Titan's decision to voluntarily delist its stock from the TSX was as a result of considering the Resulting Issuer's ability to meet ongoing listing requirements (where the Resulting Issuer is expected to satisfy TSXV (rather than TSX) requirements upon completion of the reverse takeover) and the Board's view that maintaining the TSX listing does not offer sufficient benefits to Titan and its shareholders to justify the expenses and administrative costs for the continued TSX listing. The Company is not required to seek security holder approval for the Delisting since the Resulting Issuer Shares are anticipated to trade on the TSXV.
About Titan Medical
Titan Medical Inc. (TSX: TMD; OTC: TMDIF), 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 merger with Conavi Medical Inc.
About Conavi Medical
Conavi Medical Inc. is a privately-owned company focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures. Its patented Novasight Hybrid System is the first system to combine both IVUS and OCT to enable simultaneous and co-registered imaging of coronary arteries. The Novasight Hybrid System has 510(k) clearance from the U.S. Food and Drug Administration; and regulatory approval for clinical use from Health Canada, China's National Medical Products Administration, and Japan's Ministry of Health, Labor and Welfare. For more information, visit http://www.conavi.com/.
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's expectation that the Delisting will be approved by the TSX and the expected effective date therefor, the Transaction and certain terms and conditions thereof, including, but not limited to, TSXV approval and closing of the Transaction and the anticipated listing on the TSXV; and the business of Titan and 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 continue to license some or all its intellectual property to third parties, the receipt of required approvals from the TSXV or Titan's shareholders in connection with the Transaction or change of listing or as to the success of Conavi's concurrent financing (or the terms upon which such financing may be available if at all) and other factors listed in the "Risk Factors" section of Titan's Annual Information Form for the fiscal year ended December 31, 2023 and in the joint management information circular in respect of the Transaction dated August 30, 2024 (each of 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.
Contact
Titan Medical Inc.
Chien Huang
Chief Financial Officer
investors@titanmedicalinc.com
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