TORONTO, Ontario, Sept. 26, 2024 (GLOBE NEWSWIRE) — Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is pleased to announce that Conavi Medical Inc. (“Conavi”) has received the requisite shareholder approval required to proceed with the proposed combination of Titan and Conavi (the “Amalgamation”) in an all-stock transaction (the “Transaction”). This Transaction will constitute a reverse takeover of Titan.
The Conavi shareholder approval of the Amalgamation was obtained at a special meeting of its shareholders (the “Conavi Special Meeting”) held today, September 26, 2024. 100% of the shares voted at the Conavi Special Meeting, were voted in favor of the proposal to approve the Amalgamation.
“We would like to thank our shareholders for their continued trust and support,” commented Tom Looby, Chief Executive Officer of Conavi. “This vote underscores their confidence in the Amalgamation with Titan and the exciting commercial path we have set for the future of our proprietary Novasight Hybrid™ System, the first technology platform to combine both IVUS and OCT to enable simultaneous and co-registered imaging of coronary arteries.”
“The completion of the Conavi shareholder approval is another important step in the process to close the Transaction” said Paul Cataford, Titan’s Interim CEO and Board Chairman. “Such a high approval for all shareholder resolutions is demonstrative of a high level of commitment and engagement for the shareholder base of a combined company”.
The completion of the Transaction remains subject to, among other things, satisfaction of the requirements in the TSX Venture Exchange’s (“TSXV”) conditional approval letter and the closing conditions described in the Amalgamation Agreement, as amended, including completion of Conavi’s concurrent private placement financing transaction (the “Concurrent Financing”) and the approval of Titan’s shareholders.
As previously announced on September 16 and September 19, 2024, independent proxy advisors, Institutional Shareholder Service (ISS) and Glass, Lewis & Co., have recommended that Titan’s shareholders vote FOR the Amalgamation.
Titan Shareholder Meeting
Titan will hold its annual general and special meeting of shareholders (the “Meeting”) on September 30, 2024, at 4:00 p.m. Eastern Time via audio webcast at https://web.lumiagm.com/449188251. Shareholders of record as of August 26, 2024 will have the ability to vote and to participate in the virtual meeting as explained in the joint management information circular in respect of the Transaction dated August 30, 2024 and which may be viewed at www.sedarplus.com (the “Circular”).
This vote is important. Shareholders will be asked to approve the Transaction. Closing of the Transaction will provide Shareholders the opportunity to participate in a new venture with strong institutional backing, newly invested cash, new management, new products, and new technology. Closing of the Transaction is conditional on the approval of all resolutions by Titan shareholders.
Titan shareholders are encouraged to review the Circular carefully and to vote in advance of the voting deadline of 4:00 p.m. Eastern Time on September 26, 2024.
Shareholder Questions
Shareholders are reminded that a webcast archive of the SHAREHOLDER QUESTION AND ANSWER SESSION, which took place on September 19, 2024, is accessible here.
Shareholders who have any questions about the Meeting, or require assistance with voting, may contact Shorecrest Group by telephone at 1-888-637-5789 or by email at contact@shorecrestgroup.com.
VOTE TODAY
Don’t Delay. Your vote matters no matter how many shares you own. Please vote by 4:00 pm Eastern Time TODAY.
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.
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: the continued work of Titan and Conavi towards the completion of the Transaction, the completion of the Concurrent Financing and the expected date of the Meeting.
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 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 Circular (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.
Contacts
Titan Medical Inc.
Chien Huang
Chief Financial Officer
investors@titanmedicalinc.com
Conavi Medical Inc.
Stephen Kilmer
Investor Relations
(647) 872-4849
###
521458567v.2
