Mr. Cary Vance reports
TITAN MEDICAL ANNOUNCES EXECUTIVE LEADERSHIP UPDATES AND RECEIPT OF NASDAQ NOTIFICATION REGARDING AUDIT COMMITTEE REQUIREMENTS
Titan Medical Inc. has made senior leadership changes and received a notification from the Nasdaq Stock Market LLC listing qualifications department stating that, following the resignation of Heather Knight from the company's board of directors and audit committee, the company no longer complies with Nasdaq's audit committee requirement set forth in Nasdaq Rule 5605.
Senior leadership changes
Following the announcement of Feb. 8, 2023, the company has decided to lay off certain members of the company's senior leadership team. Each of these individuals remain available to assist the company as independent consultants. The following changes are effective immediately:
Tammy Carrea is no longer vice-president of quality and regulatory affairs for the company. Ms. Carrea will continue to assist the company, as needed, as an independent consultant with quality and regulatory matters, and to assist with the strategic review process;
Kristen Galfetti is no longer vice-president of investor relations and corporate communications for the company. Ms. Galfetti will continue to assist the company, as needed, as an independent consultant with investor relations and corporate communications, and to assist with the strategic review process;
Eric Heinz is no longer vice-president of market and corporate development for the company. Mr. Heinz will continue to assist the company, as needed, as an independent consultant with corporate development activities, and to assist with the strategic review process; and
Chris Seibert is no longer vice-president of upstream marketing for the company. Mr. Seibert will continue to assist the company, as needed, as an independent consultant with clinical and upstream marketing, and to assist with the strategic review process.
"I would like to thank Tammy, Kristen, Eric and Chris for their contributions to Titan Medical, and their continued professionalism," said Cary Vance, president and chief executive officer of Titan Medical. "This was an extremely difficult decision, and I am grateful that each of these talented individuals will continue to be available in consulting roles to assist the company during the strategic review process."
Nasdaq notification concerning Listing Rule 5605
Nasdaq Listing Rule 5605(b)(1) states that the company's board of directors must consist of a majority independent directors and Listing Rule 5605(c)(2) states that the company's audit committee must consist of at least three members, all of whom are independent. Following Ms. Knight's resignation, the company's audit committee consists of only two members who are independent directors as defined in Rule 5605(a)(2).
However, in accordance with Listing Rule 5605(c)(4), Nasdaq has provided the company a cure period in order to regain compliance, being the earlier of the company's next annual shareholder's meeting or Feb. 7, 2024, or, if the next annual shareholders' meeting is held before Aug. 7, 2023, then the company must evidence compliance no later than Aug. 7, 2023.
The company is also listed on the Toronto Stock Exchange and the notification letter does not affect the company's compliance status with such listing.
About Titan Medical
Titan Medical, a medical device company headquartered in Toronto, Ont., with operations in Chapel Hill, N.C., was focused on enhancing robotic-assisted surgery (RAS) using innovative technology through a single access point. The Enos robotic single-access surgical system was 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. On Nov. 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.
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