Mr. Chien Huang reports
TITAN ANNOUNCES THE CLOSING OF CONAVI'S PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS AND PROVIDES UPDATE ON THE TRANSACTION
In connection with Titan Medical Inc.'s amalgamation agreement with Conavi Medical Inc., providing for the combination of the companies in an all-stock transaction, Conavi has closed its previously announced concurrent private placement of subscription receipts for gross proceeds of $7.7-million (U.S.).
Pursuant to the offering, Conavi issued 7,729,300 subscription receipts (7,526,025 of which were issued in a brokered portion of the offering, with the remainder in a concurrent, non-brokered private placement) at a price of $1 (U.S.) per subscription receipt to certain institutional and accredited investors, including Conavi's lead investors and principal shareholders, Carlyle Services LLC, CPoint Capital Corp. and Juno Pharmaceuticals LP. The brokered portion of the offering was led by Bloom Burton Securities Inc. as exclusive agent and financial adviser. Each subscription receipt shall entitle the holder to receive, upon satisfaction of certain escrow release conditions (including satisfaction or waiver of the closing conditions to the transaction) and without payment of additional consideration, one unit in the capital of Conavi, consisting of one voting common share in the capital of Conavi and one warrant of Conavi to purchase one Conavi share at an exercise price of $1.25 (U.S.) per Conavi share. At the effective time of the completion of Conavi's proposed reverse takeover of Titan, as described in the news release of Titan dated March 18, 2024, with subsequent amendments to the amalgamation agreement announced on May 29, 2024, July 5, 2024, and Aug. 14, 2024, each Conavi share and Conavi warrant acquired upon conversion of the subscription receipts will be automatically exchanged and adjusted, on the basis of the exchange ratio (as defined in the amalgamation agreement) for equivalent securities in the capital of the reporting issuer resulting from the completion of the transaction, being common shares in the capital of the resulting issuer and common share purchase warrants of the resulting issuer. The resulting issuer warrants will expire five years after completion of the transaction.
In connection with the offering, the agent is entitled to a cash fee equal to 7.0 per cent of the gross proceeds in respect of the brokered portion of the offering. As additional compensation, the agent has been issued 35,329 broker warrants. Each broker warrant shall be exercisable for purchase of one Conavi share at a price of $1 (U.S.) per Conavi share for 24 months following closing of the transaction, and will be automatically exchanged and adjusted, on the basis of the exchange ratio (as such term is defined in the joint management information circular (MIC) for the transaction dated Aug. 30, 2024, which may be viewed under Titan's profile on SEDAR+), for broker warrants of the resulting issuer. Notwithstanding the foregoing, the agent did not receive broker warrants with respect to subscriptions from Carlyle Services, Cpoint Capital and Juno Pharmaceuticals, and the agent's cash fee entitlement is 3.5 per cent of the gross proceeds raised from such subscriptions.
The net proceeds of the offering and 50 per cent of the agent's cash fee are being held in escrow, and, upon the satisfaction or waiver of the escrow release conditions, the net proceeds will be released to Conavi and the remaining portion of the agent's cash fee will be released to the agent.
Additional details of the offering, including the terms of share consolidations to be carried out by each of Titan and Conavi, and additional details concerning the terms of the transaction and the exchange ratio, are disclosed in the MIC.
Conavi intends to use the proceeds of the offering for product research and development and production activities for Novasight 3.0, for continuing commercialization activities, and for working capital and general corporate purposes.
The closing of the transaction, which is subject to the satisfaction or waiver of a number of customary closing conditions, is expected to take place on or around Oct. 11, 2024. In connection with closing of the transaction, Titan is expected to change its name to Conavi Medical Corp. and to complete a one-for-25 share consolidation. In addition, further to its news release dated Sept. 30, 2024, Titan intends to voluntarily delist from the Toronto Stock Exchange and to apply to relist its shares on the TSX Venture Exchange.
Following closing, it is expected that Titan's shares will continue to trade on a preconsolidation and pretransaction basis for two or three business days following closing of the transaction while the parties seek the final approval of the TSX and the TSX-V. Upon receipt of such approvals, Titan's common shares are expected to be delisted from the TSX effective as of close of markets on or around Oct. 16, 2024. Titan has received conditional approval from the TSX-V for the listing of the resulting issuer shares under the symbol CNVI, and subject to final approval of the TSX-V, trading on the TSX-V (which will give effect to Titan's name change, the one-for-25 share consolidation and the closing of the transaction) is expected to commence immediately on the trading day following delisting from the TSX without any interruption in trading. A further update regarding the process of delisting from the TSX and relisting on the TSX-V will be provided upon closing of the transaction.
About Titan Medical Inc.
Titan Medical, a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ont., 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 Inc.
Conavi Medical 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.
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