Ms. Kristen Galfetti reports
TITAN MEDICAL SUSPENDS SPECIAL MEETING OF SHAREHOLDERS IN CONJUNCTION WITH INITIATION OF STRATEGIC REVIEW PROCESS
Titan Medical Inc., in view of the commencement of the strategic review process announced on Nov. 30, 2022, suspended the special meeting of its shareholders scheduled for Jan. 12, 2023, and, if appropriate and necessary, rescheduled to a future date. If rescheduled to a future date, the business of the meeting may include, to the extent required by corporate or securities law, and as determined by the board of directors of the company, the approval of a potential transaction should one result from the strategic review process announced on Nov. 30, 2022, or, if appropriate, the approval of a consolidation of the company's common shares. No future meeting dates have been scheduled and no decision on any specific business item for any future meeting of shareholders has been made at this time.
Cary G. Vance, Titan's president and chief executive officer, commented: "After consultation with our financial and legal advisers, we determined it was in the best interest of the company and its shareholders to suspend the special meeting. This action, in addition to resulting in a cost savings, allows the company to focus its attention on the strategic review process, completing tasks towards an IDE [investigational device exemption] filing with the FDA [U.S. Food and Drug Administration], and fulfilling certain other contractual development and supply obligations."
With the suspension of the special meeting of shareholders previously scheduled for Jan. 12, 2023, the company will not at this time be relying on a share consolidation to regain compliance with the Nasdaq rule 5550(a)(2). As previously disclosed, Nasdaq granted the company an extension to regain compliance with Nasdaq rule 5550(a)(2), which requires an issuer to maintain a minimum bid price of at least $1.00 (U.S.) for a minimum of 10 consecutive business days (and generally not more than 20 consecutive business days, in Nasdaq's discretion). While the company continues to undertake initiatives directed at increasing shareholder value, should the company not be able to evidence compliance prior to Dec. 26, 2022, the company expects Nasdaq to notify Titan that its shares are subject to delisting. At such time, the company may appeal the delisting, and it is expected that the company's shares would continue to be listed and available to trade on Nasdaq at least pending the completion of the appeal process. There can be no assurance that the appeal process would result in any satisfactory outcome for Titan such that its common shares would remain listed on Nasdaq, or as to the timing of any subsequent delisting should the appeal process be unsuccessful.
About Titan Medical Inc.
Titan Medical, a medical device company headquartered in Toronto, Ont., and with operations in Chapel Hill, N.C., is focused on enhancing robotic-assisted surgery using innovative technology through a single access point. The Enos robotic single-access surgical system is being developed with an ergonomic focus to provide a surgical experience that imitates real-life movements that surgeons demand. The Enos system includes multiarticulating instruments designed to allow surgeons an increased range of motion in a confined space, with dexterity and the ability to exert the forces necessary to complete common surgical tasks. With the Enos system, Titan intends to initially pursue gynecologic surgical indications. On Nov. 30, 2022, the company announced the commencement of a strategic review process that will consider 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.
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