Titan Announces Merger Agreement with Conavi

- Merger to create publicly-listed, commercial-stage leader in hybrid intravascular imaging -

TORONTO, Ontario, March 18, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is pleased to announce that it has entered into a definitive amalgamation agreement (the “Amalgamation Agreement”) dated March 17, 2024 with Conavi Medical Inc. (“Conavi”) to combine the companies in an all-stock transaction. The combined company will focus on continuing to commercialize Conavi’s Novasight Hybrid System designed to guide common minimally invasive coronary procedures.

Under the terms of the Agreement, Titan will acquire all of the issued and outstanding shares of Conavi (the “Conavi Shares”) and in exchange Conavi shareholders will be issued common shares of Titan (the “Combined Entity Shares”). This transaction (the “Transaction”) will constitute a reverse takeover of Titan and will be carried out subject to the terms and conditions outlined below.

In connection with the Transaction, Titan expects to delist its common shares from the Toronto Stock Exchange (the “TSX”) and apply to have them listed instead on the TSX Venture Exchange (the “TSXV”). The Transaction is anticipated to close on or around July 15, 2024.

Conavi (www.conavi.com) is 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 intravascular ultrasound (IVUS) and optical coherence tomography (OCT) to enable simultaneous and co-registered imaging of coronary arteries (www.novasighthybrid.com). 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. Conavi is organized under the Business Corporations Act (Ontario) and headquartered in Toronto, Ontario.

“This planned merger comes at a pivotal moment in the evolution of our company as we continue to advance the Novasight Hybrid System, which provides simultaneous and complementary data with which to better inform patient care, while offering providers a more cost- and space-effective option when purchasing intravascular imaging equipment,” said Conavi’s Chief Executive Officer, Thomas Looby. “Gaining access to the public capital markets will enhance our financial strength and fuel our growth strategy, enabling us to unlock the full potential of our hybrid imaging technology in the United States and globally.”