UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the
month of
March
2019.
Commission File Number: 001-38524
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Titan Medical Inc. |
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(Exact Name of Registrant as Specified in Charter) |
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170 University Avenue, Suite 1000
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(Address of principal executive offices) |
Indicate by
check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form
20-F
⃞
Form 40-F
⊠
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_X__
Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___
Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TITAN MEDICAL INC. |
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| (Registrant) | |||
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Date: |
March 7, 2019 |
By: |
/s/ Stephen Randall |
| Name: |
Stephen Randall |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
Form 51-102F3
Material Change Report
Item 1 Name and Address of Company
Titan Medical Inc. (the “
Company
” or “
Titan
”)
170
University Avenue
Suite 1000
Toronto, Ontario
M5H 3B3
Item 2 Date of Material Change
March 5, 2019 and March 6, 2019.
Item 3 News Release
The press releases attached as Schedule “A” and Schedule “B” were disseminated through Marketwired on March 5, 2019 and March 6, 2019 with respect to the material changes.
Item 4 Summary of Material Change
On March 5, 2019, the Company filed a preliminary short-form prospectus dated March 5, 2019 with securities regulators in Ontario, British Columbia and Alberta and a corresponding registration statement on Form F-10 with the United States Securities and Exchange Commission, with respect to its offering of units (the “ Offering ”) for minimum gross proceeds at US$20,000,000 and the maximum gross proceeds at US$25,000,000.
On March 6, 2019, the Company set the price of the Offering at US$3.40 per unit and determined that each unit would consist of one common share and one common share purchase warrant and that the warrants would each be exercisable for one common share at a price of US$4.00 for a period of 5 years following the closing of the Offering.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
Please see the press releases attached as Schedule “A” and Schedule “B”.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
The following executive officer is knowledgeable about the material changes and may be contacted about this report:
Stephen Randall
Chief Financial Officer
(416) 548-7522 (ext. 152)
Email:
stephen@titanmedicalinc.com
Website:
www.titanmedicalinc.com
Item 9 Date of Report
March 6, 2019.
Schedule “A”
[ See Attached ]
Schedule “B”
[ See Attached ]