FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
Ontario, Canada
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98-0663504
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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Large Accelerated Filer [ ]
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Accelerated Filer []
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Non-Accelerated Filer [X]
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Smaller Reporting Company []
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Emerging Growth Company [X]
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Title of Each Class of
Securities to be Registered |
Amount to
be Registered(1) |
Proposed Maximum
Offering Price Per Share(3) |
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee(2)(3) |
Common shares, no par value, issuable (i) under the Titan Medical Inc. Stock Option Plan, as amended and restated effective as of October 20, 2020; (ii) upon exercise or settlement of awards granted under the
Titan Medical Inc. Deferred Share Unit Plan effective as of May 29, 2019; and (iii) upon exercise or settlement of awards granted under the Titan Medical Inc. Share Unit Plan, as amended as of February 16, 2021(2)
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4,781,515
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$1.50
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$7,172,272.50
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$782.49
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions in accordance with the provisions of the plans.
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(2)
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Represents additional common shares of Titan Medical Inc. issuable (i) upon exercise of options under the Titan Medical Inc. Stock Option Plan, as amended and restated effective as of October 20, 2020; (ii)
upon exercise or settlement of awards granted under the Titan Medical Inc. Deferred Share Unit Plan effective as of May 29, 2019; and (iii) upon exercise or settlement of awards granted under the Titan Medical Inc. Share Unit Plan, as amended
as of February 16, 2021.
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(3)
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The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) based on the average high and low prices for the common shares of Titan Medical Inc.
on April 20, 2021, as quoted on the NASDAQ Capital Market.
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Item 1. | Plan Information |
Item 2. | Registrant Information and Employee Plan Annual Information |
Item 3. | Incorporation Of Documents By Reference. |
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(a)
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Our Annual Report on Form 40-F for the year ended December 31, 2020, filed with the SEC on April 1, 2021;
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(b)
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All other reports filed by the Registrant under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2020.
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(c)
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The description of the Common Shares contained in our Registration Statement on Form 40-F, as filed with the SEC on June 11, 2018, including any amendment or report filed for the purpose of amending such description.
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Item 4. | Description of Securities. |
Item 5. | Interests of Named Experts and Counsel. |
Item 6. | Indemnification of Directors and Officers. |
Number
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Exhibit
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23.1
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Consent of Borden Ladner Gervais LLP (Included in Exhibit 5.1)
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24.1
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Power of Attorney (See Signature Pages)
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Item 9. | Undertakings. |
TITAN MEDICAL INC. | |
/s/ Monique L. Delorme | |
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Name: Monique L. Delorme
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Title: Chief Financial Officer
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(Principal Financial Officer)
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Signature
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Title
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Date
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/s/ David McNally |
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President, Chief Executive Officer and Chairman
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April 23, 2021
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David McNally
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(Principal Executive Officer)
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/s/ Monique L. Delorme |
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Chief Financial Officer
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April 23, 2021
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Monique L. Delorme
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(Principal Financial Officer)
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/s/ Paul Cataford |
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Director
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April 23, 2021
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Paul Cataford
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/s/ Anthony J. Giovinazzo |
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Director
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April 23, 2021
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Anthony J. Giovinazzo
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/s/ Cary G. Vance |
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Director
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April 23, 2021
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Cary G. Vance
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/s/ Stephen Randall |
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Director
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April 23, 2021
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Stephen Randall
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/s/ David McNally |
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Authorized Representative
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April 23, 2021
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David McNally
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in the United States
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Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower
22 Adelaide Street West
Toronto, ON, Canada M5H 4E3
T 416.367.6000
F 416.367.6749
blg.com
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Re:
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Titan Medical Inc. – Registration Statement on Form S-8
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Borden Ladner Gervais LLP
Bay Adelaide Centre, East Tower
22 Adelaide Street West
Toronto, ON, Canada M5H 4E3
T 416.367.6000
F 416.367.6749
blg.com
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