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TORONTO, ONTARIO, Sept. 30, 2024 (GLOBE NEWSWIRE) — Titan Medical Inc.Titan“”) (TSX: TMD; OTC: TMDIF) announced the voting results from the annual general and special meeting of shareholders (“Ordinary General Assembly”) was held virtually via live audio webcast on September 30, 2024. Shareholders voted in favor of all proposed management decisions in Titan’s Management Information Circular dated August 30, 2024 (“circular“).
The resolutions proposed and approved in the General Assembly include the following:
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- Determine the number of members of the Board of Directors and elect Titan directors for the following year (“Director’s decision“);
- To appoint MNP LLP as auditors of Titan for the following year and authorize the members of the Board of Directors to fix the auditors’ fees (“Auditor’s decision“);
- Subject to the completion of the Transaction (as defined herein), Titan will change its name to “Conavi Medical Inc.” ((The decision to change the name“);
- Transactions (“practical“) set forth in the Merger Agreement dated March 17, 2024 between Conavi Medical Inc., Titan and 1000824255 Ontario Inc. (“Subsidiary company“”), under which Conavi and Subco (“””) will be mergedResolve the deal“),
- Subject to the completion of the Transaction, Titan’s New Stock Incentive Plan represents 15% of Titan’s outstanding securities immediately following completion of the Transaction on a post-closing, fully diluted basis (“Incentive plan decision“); and
- Subject to completion of the Transaction, the Shares will be consolidated on the basis of one post-merger Titan share for every 25 pre-merger Titan shares (“The decision to unify“).
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Some Board members who were nominated for election (as detailed below) did not receive a majority of votes in favor of their election. In accordance with Titan’s majority voting policy and the rules of the Toronto Stock Exchange, a further press release regarding the status of these directors will be provided at a later date.
60,264,549 of the 114,039,850 issued and outstanding shares of Titan (“shares“) or 52.85% were voted at the Ordinary General Assembly meeting. The voting results were submitted to the General Assembly by Computershare, which acted as auditor at the General Assembly, and were as follows:
Director’s decision
candidate | votes for | % votes for | Votes have been blocked | Votes have been blocked | ||
Paul Cataford | 17,507,111 | 46.78 | % | 19,916,073 | 53.22 | % |
Anthony G. Giovinazzo | 17,835,404 | 47.66 | % | 19,587,780 | 52.34 | % |
Carrie J. Vance | 16,547,896 | 44.22 | % | 20,875,288 | 55.78 | % |
Kathy Steiner | 17,893,316 | 47.81 | % | 19,529,868 | 52.19 | % |
Daniel O’Brien | 28,916,813 | 77.27 | % | 8,506,371 | 22.73 | % |
Auditor’s decision
votes for | % votes for | Votes have been blocked | Votes have been blocked | ||
43,717,756 | 72.54 | % | 16,546,792 | 27.46 | % |
Resolve the deal
votes for | % votes for | Votes against | % votes against | ||
22,601,203 | 73.75 | % | 9,821,980 | 26.25 | % |
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Board size decision
votes for | % votes for | Votes against | % votes against | ||
28,168,256 | 75.27 | % | 9,254,927 | 24.73 | % |
The decision to change the name
votes for | % votes for | Votes against | % votes against | ||
42,387,619 | 70.34 | % | 17,876,929 | 29.66 | % |
Incentive plan
votes for | % votes for | Votes against | % votes against | ||
24,673,050 | 65.93 | % | 12,750,134 | 34.07 | % |
The decision to unify
votes for | % votes for | Votes against | % votes against | ||
40,944,144 | 67.94 | % | 19,320,405 | 32.06 | % |
About Titan Medical
Titan Medical Inc. (TSX: TMD; OTC: TMDIF), is a medical technology company founded under Commercial companies law (Ontario), headquartered in Toronto, Ontario, has developed a wide range of patents related to enhancing robotic-assisted surgery (RAS), including through a single point of access, and is currently focused on evaluating new opportunities to further develop and license its intellectual work. ownership.
About Konavi Medical
Conavi Medical Inc. is a privately held company focused on the design, manufacture and marketing of imaging technologies to guide common minimally invasive cardiovascular procedures. The patented Novasight Hybrid™ system is the first to combine both IVUS and OCT to enable simultaneous and co-registered imaging of the coronary arteries. The Novasight Hybrid system has 510(k) clearance from the US Food and Drug Administration; and regulatory approval for clinical use from Health Canada, the National Medical Products Administration of China, and the Japanese Ministry of Health, Labor and Welfare. For more information, visit http://www.conavi.com/.
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Cautionary statement regarding forward-looking information
This press release contains “forward-looking statements” within the meaning of applicable Canadian and United States securities laws, which reflect management’s current expectations of Titan’s future growth, results of operations, performance, business prospects and opportunities. Forward-looking statements are often, but not always, identified by words such as “may”, “could”, “could”, “will”, “anticipate”, “believe”, “plan”, “anticipate”, “intend”. “, “estimate”, “potential” and similar expressions, although such words may not be present in all forward-looking statements. These forward-looking statements reflect management’s current beliefs regarding future events and are based on information currently available to management which, at Although considered reasonable by management as of the date the statements are made, they are inherently subject to significant business, economic, and competitive uncertainties and contingencies that could cause actions, events, conditions, results, performance or achievements to be materially different from those anticipated in the forward-looking statements. Forward-looking statements involve significant risks, uncertainties and assumptions and numerous factors that could cause Titan’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 include such factors and assumptions , but not limited to, Titan’s ability to retain key employees; its ability to implement its business plans and strategies; Its ability to continue to license some or all of its intellectual property to third parties and to receive any consideration and other factors are listed in the “Risk Factors” section of Titan’s Annual Information Form for the fiscal year ending December 31, 2023 and its Meeting Management Information Bulletin (which can be viewed at www. sedarplus.com). Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may differ materially from those expressed or implied by the forward-looking statements contained in this press release. These factors should be carefully considered, and prospective investors should not place undue reliance on forward-looking statements.
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Although the forward-looking statements in the press release are based on what management currently believes to be reasonable assumptions, Titan has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those. described in the forward-looking statements, Titan cannot assure potential investors that actual results, performance or achievements will be consistent with such forward-looking statements. Except as required by law, Titan 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 forward-looking statements are expressly qualified by the foregoing cautionary statements.
communication
Titan Medical Company
Dog Huang
CFO
investors@titanmedicalinc.com
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