Titan Medical Announces Executive Leadership Updates and Receipt of Nasdaq Notification Regarding Audit Committee Requirements (2024)

Titan Medical Inc. (the “Company” or “Titan”) (Nasdaq: TMDI; TSX:TMD) today announced senior leadership changes and the receipt of anotification from the Nasdaq Stock Market LLC ListingQualifications Department stating that following the resignation ofHeather Knight from the Company’s board of directors and auditcommittee, the Company no longer complies with Nasdaq’s auditcommittee requirement set forth in Nasdaq Rule 5605.

Senior Leadership Changes

Following the announcement of February 8, 2023, the Company hasdecided to layoff certain members of the Company’s seniorleadership team. Each of these individuals remain available toassist the Company as independent consultants. The followingchanges are effective immediately:

• Tammy Carrea is no longer VP, Quality and Regulatory Affairs ofthe Company. Ms. Carrea will continue to assist the Company, asneeded, as an independent consultant with quality and regulatorymatters, and to assist with the strategic review process;
• Kristen Galfetti is no longer VP, Investor Relations andCorporate Communications of the Company. Ms. Galfetti will continueto assist the Company, as needed, as an independent consultant withinvestor relations and corporate communications, and to assist withthe strategic review process;
• Eric Heinz is no longer VP, Market and Corporate Development ofthe Company. Mr. Heinz will continue to assist the Company, asneeded, as an independent consultant with corporate developmentactivities, and to assist with the strategic review process;and
• Chris Seibert is no longer VP, Upstream Marketing of theCompany. Mr. Seibert will continue to assist the Company, asneeded, as an independent consultant with clinical and upstreammarketing, and to assist with the strategic review process.

“I would like to thank Tammy, Kristen, Eric and Chris for theircontributions to Titan Medical and their continuedprofessionalism,” said Cary Vance, President and CEO of TitanMedical. “This was an extremely difficult decision, and I amgrateful that each of these talented individuals will continue tobe available in consulting roles to assist the Company during thestrategic review process.”

Nasdaq Notification Re: Listing Rule5605

Nasdaq Listing Rule 5605(b)(1) states that the Company’s boardof directors must consist of a majority independent directors andListing Rule 5605(c)(2) states that the Company’s audit committeemust consist of at least three members, all of whom areindependent. Following Ms. Heather Knight’s resignation, theCompany’s audit committee consists of only two members who areindependent directors as defined in Rule 5605(a)(2).

However, in accordance with Listing Rule 5605(c)(4), Nasdaq hasprovided the Company a cure period in order to regain compliance,being the earlier of the Company’s next annual shareholders’meeting or February 7, 2024; or if the next annual shareholders’meeting is held before August 7, 2023, then the Company mustevidence compliance no later than August 7, 2023.

The Company is also listed on the Toronto Stock Exchange and thenotification letter does not affect the Company’s compliance statuswith such listing.

About Titan Medical

Titan Medical Inc. (Nasdaq: TMDI; TSX: TMD), a medical devicecompany headquartered in Toronto, Ontario with operations in ChapelHill, North Carolina, was focused on enhancing robotic assistedsurgery (RAS) using innovative technology through a single accesspoint. The Enos™ robotic single access surgical system was beingdeveloped with an ergonomic focus to provide a surgical experiencethat imitates real-life movements that surgeons demand and includesmulti-articulating instruments designed to allow surgeons anincreased range of motion in a confined space, with dexterity andthe ability to exert the forces necessary to complete commonsurgical tasks. 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.

Enos™ is a trademark of Titan Medical Inc.

For more information, visit www.titanmedicalinc.com.

Forward-Looking Statements

This news release contains “forward-looking statements” withinthe meaning of applicable Canadian and U.S. securities laws, whichreflect the current expectations of management of the Company’sfuture growth, results of operations, performance and businessprospects and opportunities. Forward-looking statements arefrequently, but not always, identified by words such as “may”,“would”, “could”, “will”, “anticipate”, “believe”, “plan”,“expect”, “intend”, “estimate”, “potential for” and similarexpressions, although these words may not be present in allforward-looking statements. Forward-looking statements that appearin this release may include, without limitation, references to: theCompany’s strategic review process and the result thereof; theavailability of Mr. Eric Heinz, Mr. Chris Seibert, Ms. Tammy Carreaor Ms. Kristen Galfetti as consultants to the Company, includingfor the purposes of supporting the strategic review process; theCompany’s ability to regain compliance with Nasdaq Listing Rule5606; and the Enos™ system providing a surgical experience thatimitates real-life movements.

These forward-looking statements reflect management’s currentbeliefs with respect to future events and are based on informationcurrently available to management that, while considered reasonableby management as of the date on which the statements are made, areinherently subject to significant business, economic andcompetitive uncertainties and contingencies which could result inactions, events, conditions, results, performance or achievementsto be materially different from those projected in theforward-looking statements. Forward-looking statements involvesignificant risks, uncertainties and assumptions and many factorscould cause the Company’s actual results, performance orachievements to be materially different from any future results,performance or achievements that may be expressed or implied bysuch forward-looking statements. Such factors and assumptionsinclude, but are not limited to, the Company’s ability to retainkey personnel; its ability to execute on its business plans andstrategies; the sufficiency of its working capital to continue tofund its operations during its strategic review process and otherfactors listed in the “Risk Factors” section of the Company’sAnnual Report for the fiscal year ended December 31, 2021 (whichmay be viewed at www.sedar.com and at www.sec.gov). Should one ormore 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 statements contained in the newsrelease are based upon what management currently believes to bereasonable assumptions and the Company has attempted to identifyimportant factors that could cause actual actions, events,conditions, results, performance or achievements to differmaterially from those described in forward-looking statements, theCompany cannot assure prospective investors that actual results,performance or achievements will be consistent with theseforward-looking statements. Except as required by law, the Companyexpressly disclaims any intention or obligation to update or reviseany 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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