Titan Medical Announces Decision of Nasdaq Hearings Panel to Delist Common Shares (2024)

Titan Medical Inc. (the “Company” or “Titan”) (Nasdaq: TMDI; TSX:TMD) today announced that it has received a decision of the NasdaqHearings Panel (the “Panel”) advising the Company that effective atthe open of business on March 10, 2023, the Company’s common shareswill be delisted from The Nasdaq Stock Market (“Nasdaq”).

On December 30, 2021, Nasdaq ListingQualifications staff (“Staff”) issued the Company a deficiencynotice citing its failure to comply with the minimum bid pricerequirement under Listing Rule 5550(a)(2) (the “Rule”). Inaccordance with Listing Rule 5810(c)(3)(A), the Company wasprovided 180 calendar days, or until June 28, 2022, to regaincompliance with the Rule. On June 29, 2022, the Company wasprovided an additional 180 calendar day compliance period, or untilDecember 26, 2022, to demonstrate compliance with the Rule. OnDecember 27, 2022, Staff notified the Company that it haddetermined to delist the Company as it did not comply with the Rulefor listing on Nasdaq. On January 3, 2023, the Company requested ahearing, which was held on February 16, 2023 (the “Hearing”),staying any delisting pending the issuance of the Panel’sdecision.

Trading in common shares on Nasdaq will besuspended effective at the opening of business on March 10, 2023and Nasdaq will complete the delisting by filing a Form 25Notification of Delisting with the U.S. Securities and ExchangeCommission, after applicable appeal periods have lapsed. TheCompany may request the Nasdaq Listing and Hearing Review Councilreview this decision and any written request must be receivedwithin 15 days from today along with a fee of $15,000.00. TheCompany is evaluating the appeal process with its advisors and hasnot yet determined whether to file an appeal, during which anyappeal would not prevent the suspension of trading.

The Company is listed on the Toronto StockExchange (“TSX”) and Nasdaq’s delisting notice does not impact theCompany's listing on the TSX. The Company expects that its commonshares will be eligible for quotation on the OTC Markets with theopening of business on March 10, 2023. The OTC Markets’ symbolexpected to be assigned to the Company’s common shares is“TMDIF”.

About Titan Medical

Titan Medical Inc. (Nasdaq: TMDI; TSX: TMD), amedical device company headquartered in Toronto, Ontario, waspreviously focused on the development of robotic assisted surgery(RAS) technology. On November 30, 2022, the Company announced thecommencement of a strategic review process that considered a fullrange of strategic alternatives including corporate sale, merger orother business combination, a sale of all or a portion of thecompany’s assets, strategic investment or other significanttransaction. On February 8, 2023, the Company announced that noneof the parties approached as part of the strategic review processexpressed an interest in pursuing a transaction with the Company.As a result, the Company initiated various cost-cutting measuresand announced that its board of directors had determined toprioritize the sale of all or a portion of the Company’s assets andsubsequently on February 14, 2023, the Company announced that ithad laid off a number of senior management personnel.

Forward-Looking Statements

This news release contains “forward-lookingstatements” within the meaning of applicable Canadian and U.S.securities laws, which reflect the current expectations ofmanagement 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 maynot be present in all forward-looking statements. Forward-lookingstatements that appear in this release may include, withoutlimitation, references to: the suspension of the trading of theCompany’s common shares on Nasdaq effective at the opening ofbusiness on March 10, 2023; Nasdaq completing the delisting afterapplicable appeal periods have lapsed; the Company’s evaluation andany plans with respect to an appeal with the Nasdaq Listing andHearing Review Council; the expectation that the Company’s commonshares will be quoted on the OTC Markets, timing for the quotationand expected ticker symbol; the company’s strategic review processand the potential outcome thereof; the company’s focus on singleaccess robotic assisted surgery; the Enos system providing asurgical experience that imitates real-life movements; and Titan’smission of improving outcomes for patients, hospitals andsurgeons.

These forward-looking statements reflectmanagement’s current beliefs with respect to future events and arebased on information currently available to management that, whileconsidered reasonable by management as of the date on which thestatements are made, are inherently subject to significantbusiness, economic and competitive uncertainties and contingencieswhich could result in actions, events, conditions, results,performance or achievements to be materially different from thoseprojected in the forward-looking statements. Forward-lookingstatements involve significant risks, uncertainties and assumptionsand many factors could cause the company’s actual results,performance or achievements to be materially different from anyfuture results, performance or achievements that may be expressedor implied by such forward-looking statements. Such factors andassumptions include, but are not limited to, the success of theCompany’s cost-cutting measures; the outcome of the Company’sefforts to sell all or a portion of its assets; the sufficiency ofits working capital to continue to fund its remaining operationsand other factors listed in the “Risk Factors” section of thecompany’s Annual Report for the fiscal year ended December 31, 2021(which may be viewed at www.sedar.com and at www.sec.gov). Shouldone or more of these risks or uncertainties materialize, or shouldassumptions underlying the forward-looking statements proveincorrect, actual results, performance, or achievements may varymaterially from those expressed or implied by the forward-lookingstatements contained in this news release. These factors should beconsidered carefully, and prospective investors should not placeundue reliance on the forward-looking statements.

Although the forward-looking statementscontained in the news release are based upon what managementcurrently believes to be reasonable assumptions and the company hasattempted to identify important factors that could cause actualactions, events, conditions, results, performance or achievementsto differ materially from those described in forward-lookingstatements, the company cannot assure prospective investors thatactual results, performance or achievements will be consistent withthese forward-looking statements. Except as required by law, thecompany expressly disclaims any intention or obligation to updateor revise any forward-looking statements whether as a result of newinformation, future events or otherwise. Accordingly, investorsshould not place undue reliance on forward-looking statements. Allthe forward-looking statements are expressly qualified by theforegoing cautionary statements.

Contact
Stephen Lemieux
Chief Financial Officer
investors@titanmedicalinc.com

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