Mr. Stephen Lemieux reports
TITAN MEDICAL ANNOUNCES DELAYS IN ITS ANNUAL FILINGS AND PLANNED DEREGISTRATION WITH THE SEC
As a result of certain financial and operational challenges that Titan Medical Inc. has experienced over the past several months and as a result of the company devoting significant management resources to rectifying these challenges, the company will not be filing its annual financial statements, the related management's discussion and analysis, and annual information form, and the accompanying chief executive officer and chief financial officer certification for its financial year ended Dec. 31, 2022, within 90 days of Dec. 31, 2022, as required under parts 4 and 5 of National Instrument 51-102 -- Continuous Disclosure Obligations and National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings.
The company has made an application to the Ontario Securities Commission, as its principal regulator, under National Policy 12-203 -- Cease Trade Orders for Continuous Disclosure Defaults requesting that a management cease trade order (MCTO) be imposed in respect of the late filing of the annual filings. The issuance of a MCTO would not generally affect the ability of persons who are not officers or directors of the company to trade in the company's securities. If the MCTO is granted, the MCTO will prohibit the chief executive officer, the chief financial officer, and possibly the directors or other officers of the company from trading in securities of the company for so long as the annual filings are not filed. The MCTO, if granted in the form sought, will not generally affect the ability of shareholders who are not insiders of the company to trade their securities of the company. There is no guarantee that a MCTO will be granted.
The company has the necessary financial and human resources to remedy the default and expects to remedy the default by filing the annual filings on or before May 19, 2023, and will issue a news release announcing completion of filing of the annual filings at such time. Until the company files the annual filings, it will comply with the alternative information guidelines set out in NP 12-203, including issuing biweekly default status reports by way of news releases, which will be filed on SEDAR.
The company also announces its intention to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the United States Securities and Exchange Commission (the SEC). The company anticipates filing with the SEC a Form 25 on or about April 3, 2023, and expects its reporting obligations under Section 12(b) of the Exchange Act to be suspended on or about April 14, 2023 (approximately 10 days after filing the Form 25).
The company also intends on filing a Form 15 (Certification and Notice of Termination of Registration Under Section 12(g) of the Exchange Act or Suspension of Duty to File Reports Under sections 13 and 15(d) of Exchange Act) with the SEC on or about April 14, 2023, which is the anticipated suspension date of the Section 12(b) reporting obligations, to immediately suspend the company's filing obligations under the Exchange Act, including the company's requirements to file on a go-forward basis annual reports on Form 40-F or Form 20-F and periodic reports on Form 6-K.
The company reserves the right, for any reason, to delay its Form 25 and Form 15 filings to deregister, respectively, to withdraw them prior to effectiveness and to otherwise change its plans in respect of deregistration in any way.
About Titan Medical
Titan Medical, a medical device company headquartered in Toronto, Ont., was previously focused on the development of robotic-assisted surgery (RAS) technology. 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. On Feb. 8, 2023, the company announced that none of the parties approached as part of the strategic review process expressed an interest in pursuing a transaction with the company. As a result, the company initiated various cost-cutting measures and announced that its board of directors had determined to prioritize the sale of all or a portion of the company's assets, and, subsequently on Feb. 14, 2023, the company announced that it had laid off a number of senior management personnel.
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