Titan Medical Inc. (“
Titan” or the
“
Company”) (TSX: TMD; OTC: TMDIF) announces that
it has been granted a management cease trade order
(“
MCTO”) by the Ontario Securities Commission (the
“
OSC”), as its principal regulator, under National
Policy 12-203 – Cease Trade Orders for Continuous Disclosure
Defaults (“
NP 12-203”).
On March 22, 2023, the Company announced that
(i) it would 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
December 31, 2022 (collectively, the “Annual Filing
Documents”) within the time period prescribed by National
Instrument 51-102 – Continuous Disclosure Obligations and National
Instrument 52-109 – Certification of Disclosure in Issuers’ Annual
and Interim Filings; and (ii) it had applied to the Ontario
Securities Commission requesting a MCTO be imposed in respect of
the late filing of its Annual Filing Documents.
The MCTO restricts all trading in and all
acquisitions of the securities of the Company, directly or
indirectly, by the Chief Executive Officer and the Chief Financial
Officer of the Company until two full business days following the
receipt by the OSC of the Annual Filing Documents and any other
filings the Company is required to make under Ontario securities
laws, or upon the further order of the director of the OSC. The
MCTO does not affect the ability of shareholders who are not named
in the MCTO to trade their securities.
During the period that the MCTO is in effect,
the Company intends to satisfy the provisions of section 10 of NP
12-203 and issue bi-weekly default status reports.
As announced on March 22, 2023, the Company
confirms that it has filed a Form 25 (Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934 (the “Exchange Act”))
("Form 25") with the U.S. Securities and Exchange
Commission (the "SEC"). The Company 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 confirms that it is not subject to
any insolvency proceedings at this time and that there is no other
material information concerning its affairs that have not been
generally disclosed.
About Titan Medical
Titan Medical Inc. (TSX: TMD), a medical device
company headquartered in Toronto, Ontario with operations in Chapel
Hill, North Carolina, was focused on enhancing robotic assisted
surgery (RAS) using innovative technology through a single access
point. On November 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
February 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
February 14, 2023, the Company announced that it had laid off a
number of senior management personnel.
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 the Company’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 Company’s Annual Filing Documents;
the impact of the MCTO on the Company, its shareholders, directors
and securities; the expected duration of the MCTO; and the effect
of the Company filing a Form 25.
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 the Company’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, the Company’s ability
to retain key personnel; its ability to execute on its business
plans and strategies; the sufficiency of its working capital to
continue to fund its operations and other factors listed in the
“Risk Factors” section of the Company’s Annual Report for the
fiscal year ended December 31, 2021 (which may be viewed at
www.sedar.com and at www.sec.gov). 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 the Company 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, the Company cannot assure prospective investors that
actual results, performance or achievements will be consistent with
these forward-looking statements. Except as required by law, the
Company 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.
ContactStephen LemieuxChief Financial
Officerinvestors@titanmedicalinc.com
###
Titan Medical (TSX:TMD)
過去 株価チャート
から 12 2024 まで 1 2025
Titan Medical (TSX:TMD)
過去 株価チャート
から 1 2024 まで 1 2025