Good afternoon and welcome to Titan Medical's Q&A session with shareholders. All participants are in a listen-only mode and will remain so for the duration of the session. As a reminder, this session is being recorded. I will now turn the conference over to call moderator Kristen Galfetti. Please proceed.
Thank you, Camilla. Good afternoon and thank you for joining us for Titan Medical's Q&A session. As a reminder, certain statements made during this conference call constitute forward-looking statements that reflect management's current expectations of the company's future growth, results of operations, performance, and business prospects and opportunities. Forward-looking statements involve significant risks, uncertainties, and assumptions. Many factors could cause the company'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, including, without limitation, those listed in the caution regarding forward-looking statements and risk factors section of the company's annual report for the fiscal year ended December 31st, 2022, which may be viewed at sedarplus.ca. Please read all forward-looking statements and risk cautions in these sections and be guided by their contents in making investment decisions or recommendations.
Participating on the call today, we have Paul Cataford, Titan's Interim President and CEO, and Chien Huang, Titan's CFO. As expressed in our press release on March 20th, 2024, this call will address questions related to the amalgamation agreement with Conavi Medical Inc, announced on March 18th, 2024. The amalgamation agreement is available on SEDAR+. The format of today's call is to share questions previously submitted to the company and provide responses. All questions sent in have been reviewed, and for efficiency, some topics and themes have been combined. As we will be discussing today, additional details on the merger transaction, the target Conavi, risk associated with the transition, and other details supporting a shareholder vote will be provided in the management information circular expected to be available on SEDAR+ 21 days prior to the date of the Titan shareholder meeting.
With this, I will turn the call over to Paul to commence the session by providing some background on the process and history leading up to the execution of the Amalgamation Agreement. Paul?
Good morning, everyone, and thank you for joining our call. We've received a number of questions, and we'll be responding to these questions in a few minutes. But first, we should cover a few things. In order to understand why the board is recommending a merger with Conavi and has executed an amalgamation agreement, you have to understand how we got to here and what steps were taken to get to this recommendation. Our journey with Titan began in September 2020 when Cary, Anthony, and I were all recruited to join the board of Titan as new independent directors. We were told the stimulus for the new board appointments was to increase the level of expertise and governance on the board as the company would need to raise capital and execute on an ambitious development deal with Medtronic.
Cary, Anthony, and I did not know each other before joining the board. We were all pretty excited to join the board after reading about the joint venture development and public disclosure and completed due diligence on Medtronic deal, the IP portfolio, and the regulatory path. The regulatory path seemed murky at the time as the FDA was signaling that 510(k)s were no longer to be permitted in the RAS space, the robotic-assisted surgical space. Rather, a full de novo approval path would add an additional 18-36 months to the timeline. So this was an emerging issue when we joined the board. Within a few months of joining, the company completed two finances on the strength of the new independent board and the Medtronic deal.
Over the course of the next few months, it became pretty clear to the board that there was no clear commercialization path for the product, no clear regulatory path or strategy, and a limited product strategy. We commissioned a market study and an analysis. We also upgraded the team, adding engineers, software engineers, a new chief financial officer, a new regulatory expert, and executed design-build contracts with Cambridge Design Partnership. In the late fall of 2021, it became pretty clear to the board that we had a leadership challenge and poor relationship with some of our longer-term shareholders. The board decided to make a CEO change and start a new search. It was at that time that I assumed the interim CEO role, and we immediately began a North American search for a new CEO, hiring a Minneapolis-based search firm.
While I was in the CEO role, we announced a contract manufacturing deal with Benchmark, completed our first milestone with Medtronic, and quickly ramped up our product development, product management, regulatory and quality management capability, and clinical capability. Recognizing we were falling behind on our project plan for our own Enos product, we made the difficult decisions on engineering leadership. Remember that this leadership team had never cleared a device through the FDA. After a six-month process led by the Minneapolis-based tier-one search firm, we appointed Cary Vance to the CEO position. During the time, as you can recall, we were all battling the onslaught of COVID, and we were also battling with supply lines and channels, recruiting software talent, and dealing with challenging capital markets. These delays all impacted our timeline.
In the late fall of 2022, it became pretty clear to all of us that we needed to raise new capital to finish our development and regulatory approval to get the investigational device exemption or IDE approval for Enos so we could begin human clinical trials. After discussions with our investment advisors, it also became pretty clear to us that there was no investment market appetite for pre-revenue, pre-FDA approval companies, and with the understanding that it would take an additional $75 million-$125 million to get through to completion of FDA approval and likely another $200 million-$300 million to successfully launch the product in the U.S. It would probably take two to four years. As everyone in the RAS field will tell you, making surgical robots is hard. It takes a long time, and it requires a lot of investment.
When big players like J&J and Medtronic struggle, that tells you something. Next slide, please. In November 2022, we announced a strategic review in the hopes that someone big, well-funded, and with market reach and credibility would want to buy the company, its products and technology, its regulatory plan, its team, and decrease drastically its own timeline. In this case, we were not only offering to sell a company, but more importantly, time to market. We had a 12-month to 18-month head start over some of the new RAS entrants. In January 2023, we shared conceptual drawings and video on a three-arm device in the hopes that a strategic buyer market would see that we were not just a two-arm player. In the meantime, we had to cut costs, conserve cash, and let the strategic review process run its course. We met with everyone, and no one was interested.
While everyone liked the technology, no one liked the $275 million-$425 million required to complete the program. On fumes, just 12 months ago, we pivoted into a licensing company strategy and, with the help of IP business strategists, found a market for non-exclusive licenses to our IP and closed two deals generating approximately $50 million in new funding for the company. To be clear, the company still owns all of its IP, and for the IP we sold to Medtronic, we retained the right to use that IP. These deals were priced and structured to give Medtronic, Intuitive, and J&J freedom to operate, without the risk of someone buying Titan, such as a patent troll and wreaking havoc. No one was interested in an exclusive license, and no one was interested in buying the company to get its IP.
During all of this, we continued to look for buyers for the company. In the meantime, other RAS companies were having difficulty in the marketplace themselves. In the late fall, we pivoted again and looked for companies interested in our cash and our public market shell and our net operating losses. After a thorough process and with the help of our financial advisors and legal advisors, we settled on Conavi. We executed an exclusivity agreement with them and completed our due diligence, liked what we saw, and proceeded to the negotiation and execution of an amalgamation agreement, which is available on SEDAR+. Getting to where we are today took 18 months, over 75 board meetings, hard work and rigor, and some luck. What we are recommending to our shareholders is something this board believes in and is really the best outcome for our shareholders at this point in time.
With that, we'd like to get to some questions and answers sent by our shareholders in advance of this meeting. Next slide, please. First question. Waiting for the slide to switch over. So the question is, why did Titan decide to merge with Conavi? Well, after a thorough process which took 18 months, reached over 40 potential counterparties, Conavi emerged as the best alternative. We believe in their product plan, the regulatory plan, their commercialization plan, and we were impressed by their management team, their ownership, and the shareholders and their ability to bring institutional investors to the table. Next question, please. Just waiting for the slide to pop up. So the question is, will the Conavi merger increase stock value for our TMD shares, specifically from the onset and then in the short, mid, and long term?
Well, the short answer is we do not know and certainly cannot promise anything. However, we believe the value of the company will increase if Conavi continues to execute according to their plan. But the real test is whether or not they can raise new capital and convince new people to invest in the company. So there is a concurrent financing that's moving alongside the amalgamation agreement and heading towards close. And we understand that meetings are going well with that investment community. Next slide, please. So shareholders have been asking us, what is a reverse takeover or RTO or a backdoor listing? The management information circular that will be available at least 21 days prior to the shareholder meeting will outline some of the details on that. But in essence, we are buying their company with our stock.
Conavi shareholders will receive new shares in Titan in exchange for their shares. Our company will continue to own the company. Our shareholders, sorry, will continue to own the company. However, we'll own a small percentage of the overall company. It's called a backdoor listing because the Conavi shareholders will exchange their private company shares for shares listed on a public exchange. It's called a reverse takeover because Conavi shareholders will own a majority of the shares in the public company. Next slide, please.
What is the role of Raymond James and how they valued Titan?
Thank you. Raymond James has played two roles as our financial advisors. First, they have acted as our agents to find counterparties as part of our strategic review process. Their reach and network spans North America and abroad. They have advised on negotiations with counterparties and have advised the board on which counterparties offer the best prospects for our shareholders. Second, Raymond James is responsible for delivering a fairness opinion. This opinion results from a rigorous valuation analysis of both Titan and Conavi and the relative ownership within the combined entity.
This opinion must be reviewed by their own committees and compliance offices and withstands the rigor of Raymond James before it can be shared with our board and our shareholders. Just to be clear, no one on the board or the management team is affiliated or related to Raymond James in any way. Raymond James is an independent financial advisor. Next question.
When is the merger going to happen?
Well, a merger like this typically closes within a few days of a shareholder vote, which occurs at a special and annual meeting of the shareholders. The special and annual meeting of the shareholders occurs approximately 30 days after management information circular is published on SEDAR+. The Amalgamation Agreement, already available on SEDAR+, targets the close on or about July 15th. Next question.
What will happen to my shares?
So your shares in Titan Medical, nothing's going to happen to them. The shares will continue to trade on the Toronto Stock Exchange or the TSX Venture Exchange before and after the shareholder vote and before and after the merger transaction. If you don't like the deal, you can always sell your shares in the marketplace. Next question, please.
How much are my shares worth? How many shares will I end up with?
Well, your shares are worth whatever the shares trade on the Toronto Stock Exchange or the TSX Venture Exchange. The amalgamation agreement also contemplates a 28-to-1 share consolidation. Now, I know not everyone is in favor of a share consolidation for companies on a standalone basis, but when combined with a merger transaction and a concurrent financing with new investors, a consolidation is necessary to get the share price up to a level where institutional investors can buy and sell stock. Next question, please.
Post-merger, what will happen to the IP and company assets?
Well, the short answer is nothing right now. The management team continues to explore strategic alternatives for the IP and the company's assets, including licensing deals. The existing licenses with J&J, Medtronic, and Intuitive will stay with Conavi. Next question.
How much of the loss carryforward will be utilized by the new company?
Well, the short answer is we don't know. We're not tax experts. Utilization of net operating losses, or NOLs, or loss carryovers is sometimes very complicated. The IRS in the U.S. and the CRA in Canada have been clamping down on the applicability of NOLs. But however, in our search for strategic alternatives, we targeted other medical device companies with the hope that they would be able to attribute some value to our NOLs. Just to be clear, Conavi is a medical device company. Next question.
Is there a possibility of a takeover by a large medical supply company?
Well, there's always a possibility. The amalgamation agreement provides for a fiduciary out or a superior bid proposal. This is all outlined in the amalgamation agreement posted on SEDAR+. This means that if a J&J or Medtronic was interested in buying the company, they now have a price to bid against. The amalgamation agreement gives Conavi the right and ability to match any offer. In the event a superior bid proposal is accepted by the board, then Conavi has the right to recover its lost expenses and opportunity through a remedy called a break fee. This is all detailed and published in the amalgamation agreement. To be clear, the board, its advisors, and this management team cannot in any way solicit another offer.
Also, to be clear, this board and this management team are recommending to our shareholders they accept this offer as we believe it offers the best alternative after months and months of hard work to our shareholders. Next question.
What happens if the merger is not approved by shareholders?
This Board does not have a plan B. We are fully committed to this proposal and this recommendation. If the shareholders vote this transaction down, then we would have to start all over again, however, with a smaller cash balance and any new merger partner knowing that any proposal would carry significant transaction risk. Often, in these types of situations and under these types of circumstances, boards opt to wind down a company after a shareholder turned down the merger and then distribute any excess cash to shareholders, which in our case would be minimal. Next question.
What happens if I have more questions? Will there be another Q&A session after the management information circular is published?
Yes, absolutely. This Board and this management team is open, transparent, and after we publish the management information circular, we'll host a similar session to what we have today. And we'll ask our shareholders to submit questions in advance of that conference call. Is there anything else, Kristen?
Nope. That concludes the questions that were submitted, and responses prepared. So thank you very much.
Okay. Well, yeah, well, thank you. I'd like to thank all of our shareholders for attending this conference call, submitting questions in advance. We're charging ahead toward completion of the management information circular. We've got our audited financial statements that we'll be putting out shortly. We'll put out a press release for that material. But moving ahead and moving forward, and after we publish the management information circular, we'll set up another question and answer period for our shareholders. Thank you, everybody, for attending.
This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.