Titan Further Amends Amalgamation Agreement with Conavi Medical Inc. and Announces Further Extension of 2024 Annual General and Special Meeting

Rhea-AI Summary

Titan Medical Inc. (TSX: TMD; OTC: TMDIF) has announced a third amendment to its amalgamation agreement with Conavi Medical Inc., originally dated March 17, 2024. The key changes include:

• Extending the completion deadline to October 10, 2024
• Reducing the minimum concurrent financing from $15 million to $7.5 million
• Lowering Titan's required minimum net cash from US$5 million to US$2 million

Additionally, Titan has received approval from the Toronto Stock Exchange to extend its Annual General and Special Meeting of Shareholders to September 30, 2024. This extension allows more time to finalize the proposed merger and avoid potential duplication of costs associated with multiple meetings.

Positive

• Extension of the merger completion deadline to October 10, 2024, providing more time to meet closing conditions
• Reduction of the minimum concurrent financing requirement from $15 million to $7.5 million, potentially easing fundraising pressure
• Lowering of Titan's required minimum net cash from US$5 million to US$2 million, offering more financial flexibility

Negative

• Reduction in minimum concurrent financing and required net cash could indicate challenges in meeting original financial targets
• Delay in completion of the merger and extension of AGM may suggest complications in the transaction process

TORONTO, Ontario, Aug. 14, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is pleased to announce that it has entered into a third amending agreement dated August 13, 2024 (the “Amending Agreement No. 3”), in respect of the previously announced amalgamation agreement dated March 17, 2024, as previously amended on May 28, 2024 and on July 5, 2024 (collectively, the “Amalgamation Agreement”) among Conavi Medical Inc. (“Conavi”), 1000824255 Ontario Inc. (a wholly-owned subsidiary of Titan) and Titan, to result in the merger of Conavi and Titan (the “Proposed Transaction”). In addition, Titan announces that the Toronto Stock Exchange (“TSX”) has granted Titan an extension to hold its Annual General and Special Meeting of Shareholders (the “AGM”) on or before September 30, 2024.

Amending Agreement No. 3

The Amending Agreement No. 3 alters certain closing conditions that must be met in the Amalgamation Agreement, being:

• 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.
  
  

The Amending Agreement No. 3 also makes certain technical and mechanical amendments which, among other things, provide for the conversion of Conavi preferred shares into Conavi common shares and the consolidation of Conavi shares immediately prior to the Effective Time, which provide for the exchange of Conavi warrants to be issued in connection with the Concurrent Financing for warrants of the resulting issuer upon completion of the Proposed Transaction, and which provide for the expiry of out-of-the-money Conavi options at the Effective Time.

AGM Extension

As previously disclosed in a press release dated July 5, 2024, Titan applied to the TSX to extend its AGM to a date on or before September 30, 2024. The extension will allow Titan and Conavi additional time to finalize matters related to the Proposed Transaction (which will require the approval of Titan’s shareholders). In order to avoid the potential duplication of costs associated with having two meetings within a short timeframe, Titan’s management determined that postponing the AGM was in the best interest of its shareholders.

Titan intends to schedule a date for the AGM as soon as practicable and to provide shareholders with the requisite notice of meeting and record date associated therewith.

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.

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: the continued work of Titan and Conavi towards the completion of the Proposed Transaction, delisting from the TSX and listing on the TSXV, preparation of the information circular for the Proposed Transaction, and Conavi’s Concurrent Financing.

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; the receipt of required approvals from the TSXV and Titan’s shareholders in connection with the Proposed 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 (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

Conavi Medical Inc.
Stephen Kilmer
Investor Relations
(647) 872-4849
stephen@kilmerlucas.com                                

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FAQ

What are the key changes in Titan Medical's third amendment to the amalgamation agreement with Conavi Medical?

The key changes include extending the completion deadline to October 10, 2024, reducing the minimum concurrent financing from $15 million to $7.5 million, and lowering Titan's required minimum net cash from US$5 million to US$2 million.

When is Titan Medical's (TMDIF) new deadline for holding its Annual General and Special Meeting?

Titan Medical has received approval from the Toronto Stock Exchange to extend its Annual General and Special Meeting of Shareholders to September 30, 2024.

What is the new minimum concurrent financing requirement for Titan Medical's (TMDIF) merger with Conavi Medical?

The new minimum concurrent financing requirement has been reduced from $15 million to $7.5 million, as per the third amendment to the amalgamation agreement.

How has Titan Medical's (TMDIF) required minimum net cash changed in the amended agreement?

Titan Medical's required minimum net cash has been lowered from US$5 million to US$2 million at the Effective Time of the merger, according to the third amendment.