Good afternoon, and welcome to Titan Medical's Q&A session with shareholders. All participants are in 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 the call moderator, Jeanne Lee. Please proceed.
Thank you, operator. 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 as forward-looking statements that reflect management's current expectation 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 ending December 31st , 2023 , which may be viewed on 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 September 9th, 2024 , this call will address questions received by Titan relating to shareholder resolutions outlined in the Management Information Circular dated August 30th, 2024 , which includes shareholder resolutions approving the proposed business combination of Titan and Conavi Medical Inc., to be considered at the annual general and special meeting of Titan on September 30th, 2024 .
Before we get started on the Q&A session, we thought it a good idea to invite Tom Luby, Chief Executive Officer of Conavi, to present information on the company. After Conavi's presentation, we will proceed with some opening remarks and then to answering questions.
All questions sent in have been reviewed by Titan management and our advisors, and for efficiency, some topics and themes have been combined. All of the information shared today is available in our Management Information Circular, our Annual Information Form, quarterly statements, and related management discussion and analysis, and press releases, all of which are available on Titan's website and on SEDAR+. With this, I will turn over to Paul to commence the session.
Thank you, Jeanne. Good afternoon, and welcome to our second shareholder question and answer session in 2024 . Before we get into the Conavi presentation and the Q&A session, I'd like to take a few minutes and frame up the conversation with a recap of how we got to here. For Mr. Giovinazzo, Vance, and myself, the journey started in late twenty twenty, where we all joined the board of Titan after being recruited by a prominent U.S.-based recruiting firm. Like many of our shareholders at the time, we were excited about the June 4th, 2020 announcement with Medtronic.
Soon after joining, it became apparent to the three of us that product development and regulatory engagement and strategy were not quite right, and immediately instructed management to engage consultants to complete a market study, which would not only help point the direction on the commercialization strategy, but also inform targeted indications for use in the regulatory approval process.
We also became aware at that time that a 510(k) regulatory clearance was no longer available, and that we would have to pursue a de novo path, adding time to the process and putting pressure on limited cash and personnel resources for such a small company. In addition to the work with Medtronic, the team was focused on the final development and regulatory approval of Enos.
Capital markets were open for business in late 2020 and into 2021, and the company was able to raise funding, not enough to finish the product or bring it to market, but enough to hit financeable milestones. Most of our efforts as a board in 2021 were focused on making sure we had the right team in place and the right strategy for product development, regulatory approval, and commercialization.
We oversaw management upgrades to the finance team and investor relations team initially, and then strategy, and then regulatory affairs. As you may recall, in the fall of 2021, we were all up to our elbows dealing with COVID-19, and this put tremendous pressure on engaging resources, lab time, engineering talent, which required an increased reliance on engineering partnerships such as Cambridge Design Partnership.
In late 2021, it became pretty clear to the board that we needed a senior management refresh, and it was at that time that I took on my first interim CEO role, looking to be caretaker as we searched for a permanent CEO using an internationally recognized tier one executive search firm. We then expanded our board of directors to bring new experience and perspective on capital markets and commercialization rather, and added Ms. Steiner and Ms. Knight.
Midway through 2022, after a full analysis of the company's needs and ability to get Enos across the line and approved by the FDA, we decided to make a change in our head of engineering. Almost immediately after that, we announced extensions to our timeline.
As you may recall, we cited our ability as a smaller company to engage resources, supply chain issues, contract manufacturing readiness, and a challenging capital market. It was at this point, on June 30th, 2022, that we appointed Cary Vance as our permanent CEO. This was after a four-month thorough search and selection process led by the top-tier firm I mentioned earlier.
With capital markets effectively shut down for early-stage pre-revenue companies in the million-dollar plus medical device industry, the board and management came to the realization that we needed a strategic partner and/or a lot more cash to not only thrive but survive. On November 30th, 2022, we announced the commencement of a strategic review process and engaged Raymond James as financial advisor. I'll remind everybody, that was twenty-one months ago.
With less than 12 months of cash resources remaining, we announced cost-cutting measures on December 6th. Recognizing the J.P. Morgan Healthcare Conference was fast approaching, and that this venue was key to strategic partner engagement, on January 9th, 2023, we announced that we were going and providing a glimpse into a potential three-arm configuration for the Enos to generate some excitement.
After a rigorous process involving outreach to over 40 potential counterparties, we came up empty. To be clear, no potential strategic partner had expressed any interest in investing in Titan, acquiring Titan, or partnering with Titan. This result was not from a lack of effort and interest on the part of Titan management or the board. We directly spoke with executives at Medtronic, J&J, and Intuitive, among others, and there simply was no interest.
On February 8th, 2023, we were on fumes, with no cash to complete annual filings and our audit. It was at this point that we pivoted into an IP licensing company and started marketing non-exclusive licensing to our broad IP portfolio. Please know at this stage, strategics are not interested in using our IP to build proprietary and strategic advantage.
They are only interested in freedom to operate and will execute non-exclusive and fully paid-up licenses to avoid future conflict. All key strategics, including J&J, Medtronic, Intuitive, already had expansive and proprietary IP portfolios, which they use for their own strategic advantage. Over the next few months, we closed a number of non-exclusive licensing deals and used the new cash to settle our affairs and debts and get our listing back into compliance.
While we continued to look for new partners to either acquire or license our IP, our partially built and untested Enos units, our software and other assets, on June 20th, 2023 , we announced that we are going to pursue opportunities for merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities, with a focus on biotech, medtech, and other life science opportunities.
On July 4th, 2024 , we announced re-election of the board of directors by the shareholders of Titan, with the mandate to execute on the strategy to find an appropriate merger candidate. On August 14th, 2023 , we announced the appointment of a new independent director, Dan O'Brien, at the suggestion of a number of our shareholders, most of which are likely on this call today.
After a second rigorous process, looking for potential merger candidates that the board thought would be suitable for Titan shareholders, we decided on Conavi Medical Inc., which you will hear about shortly. We announced the planned merger on March 18th after negotiating a favorable amalgamation agreement, which included a 10% ownership floor. In April 2024 , we announced that we had settled a contract dispute with a contract manufacturer, which was the last bit of cleanup we needed to complete before we could move ahead with the shareholder vote and planned amalgamation.
The amalgamation agreement and TSXV listing committee required adequate capitalization for the post-merger entity, and most of the summer was spent topping up the Conavi fundraising, knowing the anchor institutional investor was already in place and committed. After a grueling twenty-one months, on September sixth, we realized we, pardon me.
We released a management information circular, which outlines in great detail the transaction our board had the elected mandate to deliver, and on September 30th, we are asking you to vote in favor of an amalgamation which your elected board unanimously has approved. With all of that being said, I'd like to now pass this meeting over to Tom Luby, who will present to you what we believe is a compelling investment opportunity. Tom?
Thank you very much, Paul. I'll wait for the slides to pop up. Good afternoon, Titan shareholders. My name is Tom Luby, and I'm the CEO of Conavi Medical, and I'm very excited to tell you about our company today. Conavi is a medical device company that produces a groundbreaking catheter-based intravascular imaging system called Novasight Hybrid. We have combined two known and trusted imaging modalities into a single catheter, IVUS, or intravascular ultrasound, and OCT, optical coherence tomography.
Each have their strengths and also some limitations. By combining them into a single system, we overcome the weaknesses of each and consolidate their strengths. We are the first and only commercially available system to combine co-registered IVUS and OCT. We are filling a large unmet need in coronary interventions today, and we will seek to expand our label for use in peripheral vascular applications in the future.
Both of these spaces are large and growing, driven by compelling clinical evidence. We have protected our novel co-registered IVUS and OCT technology with patents and have developed extensive know-how through the years in designing and manufacturing these systems. We are deploying our product to a select group of top hospitals in the U.S. and Canada while readying our next-generation technology for submission to the FDA.
We also have a partner in China who is commercializing our current system locally. This exciting technology has attracted a team of experienced business leaders. Next slide. In my career, I have helped to lead other companies with exciting healthcare technologies, including robotic exoskeletons and pill cams. I've also had the opportunity to uplist a company that completed an RTO, reverse takeover, onto NASDAQ.
In the past few years, we have added over a century of management experience in product development, operations, and commercialization to our senior team. Next slide. Supporting us is an equally seasoned board of directors. We are showing our future board on this slide, with five members joining from the existing Conavi board and two joining from the current Titan board of directors. All of us have experience in building and exiting businesses successfully.
Today, we are focused on the coronary intervention market, where more than four million interventions are performed annually. All of these interventions are guided by angiography, a moving X-ray taken outside of the body. This technology has guided therapy for decades. However, the data that angiography provides is somewhat limited. IVUS and OCT have been developed to overcome the limitations of angiography, allowing physicians to view arteries from the inside.
The market for imaging, IVUS or OCT, is more than $700 million each year and growing. Next slide. The growth is driven by overwhelming clinical and economic evidence. There have been over 20 randomized controlled trials with more than 12,000 patients. Recent meta-analysis have summarized these findings and demonstrate significant reductions in death, thrombosis, target vessel MI, and the need for reinterventions.
A couple of weeks ago, this data had prompted the European Society of Cardiology to elevate IVUS and OCT to a Class IA recommendation, and we expect the U.S. to follow. Along with excellent outcomes, economic studies also demonstrate excellent cost effectiveness for the use of imaging, especially within complex cases. Next slide.
Along with a strong foundation in clinical evidence and a heating up of the guidelines, we know that most training centers have also adopted an imaging-first strategy in the training of interventionalists. And all-important reimbursement has also been enriched to encourage more utilization. Next slide. IVUS and OCT each have unique advantages. IVUS is the more familiar imaging modality and is used in approximately 70% of cases with imaging.
It provides greater depth of penetration while not requiring contrast. OCT is less commonly used. It has more limited depth of penetration, but ten times the resolution when compared to IVUS. OCT requires contrast to flush and acquire the image. Each modality has its strengths and limitations. Different stages of an intervention may favor the strengths of one technology over the other. For example, doctors may prefer IVUS early in the case and OCT later on.
But because IVUS and OCT exist separately from each other, except for our product, it isn't practical to use two competitor systems and to spend on two separate catheters. It would not be time or cost efficient to do so. We have developed Novasight Hybrid to eliminate this problem. We have embedded an OCT laser within an IVUS transducer. This means that both imaging modalities show the same tissue at the same exact time, bolstering the strengths of each without any additional time or cost.
Novasight is cleared in the U.S., Canada, China, and Japan for coronary applications today, and we will seek to expand our label for peripheral applications in the future. This means that doctors can leverage the best of both modalities without compromise for whatever situation that they encounter during these life-saving interventions.
The versatility of Novasight means that hospitals can save by purchasing and maintaining one console instead of two. It means that imaging interpretation becomes easier, leading to higher user confidence and driving increased adoption. And for complex disease, it allows physicians to fully assess this disease to enable a more optimized therapy.
Don't just take my word for it. In a paper published in 2023, a leading voice on the topic wrote, "The use of multimodality intravascular imaging could further optimize lesion assessment and PCI optimization." In other words, if you think the outcomes of standalone IVUS or OCT is impressive, the real winner will be the company that combines them both. Next slide. So how do doctors use Novasight Hybrid? 30% of interventions present with coronary calcium.
They would rely on IVUS to quickly assess the presence of calcium while accurately sizing the native artery. However, IVUS is challenged to determine the overall severity of the lesion in many cases. They would then use OCT to accurately assess the severity of calcium, in fact, measuring it. This additional information could lead to a change in strategy for this lesion.
If the calcium is too pronounced, they may choose to deploy debulking strategies, like the use of Shockwave, before continuing with the rest of the intervention. 10% of interventions are to address in-stent restenosis. IVUS would be used to accurately assess and size the native artery, but it's challenged to determine the mechanism of stent failure. OCT provides rich details on the mechanism of stent failure. 30% of patients with coronary artery disease have chronic total occlusions, where the vessel is completely closed off.
The majority of patients with CTOs do not undergo PCIs because of the complexity. Imaging helps to address this. In the case of CTOs, it is dangerous to inject contrast into a closed vessel because it may cause or propagate a dissection in the tissue. Novasight's flexibility allows doctors to use IVUS imaging in the early stages of the case without contrast, and then image later with OCT to obtain high-resolution images to demonstrate the success of the therapy.
What I've just shown you are the cases within the coronary intervention space. We have determined that the very same value proposition also resonates with needs in the peripheral vascular area. Today, IVUS is the dominant modality in this space, but OCT is well suited for the detection of dissection, recoil, and thrombus.
Many doctors who perform coronary interventions also perform peripheral procedures, which allows us to leverage our commercial and training efforts to extend into this space. Clinical data, favorable reimbursement, and consensus opinions are driving growth in this market. What this means for us is, once cleared, we will be able to participate in two enlarged and growing markets.
Today, we are in the market with Novasight 2.0. This product vintage allows doctors at leading hospitals to appreciate the value proposition of Novasight while offering us insights and suggestions that are driving our next-generation product development. These insights prompted us to start development of Novasight 3.0 two years ago.
We are nearing design freeze on Novasight 3.0 , and we had three primary goals when we started: achieve state-of-the-art imaging, make it the easiest to use, and for the business, have the design be scalable with attractive margins, especially for the disposable catheter.
We are confident in achieving these goals, and to give you a sense of our progress, we had leading physicians evaluate our current design on the left, Novasight 3.0 in the middle, and the current leading technology in the market on the right-hand side. These IVUS images were taken in an identical test jig. The doctors who evaluated these images agreed that the stent struts are clearest in Novasight 3.0 . Similarly, for OCT, we conducted the same test.
The key opinion leaders who evaluated these images preferred our depth of penetration over the industry leader, depicted on the right. We have packaged this groundbreaking technology into a similar chassis as that of the standalone IVUS or OCT systems. We have adopted a price-neutral razor-razorblade model. In other words, we will charge a similar price for the console and catheters that our standalone competitors charge while providing both modalities.
In the future, we will consider premium pricing once the power of hybrid imaging is more understood. This merger comes at an optimal time for us. The market is getting hotter and hotter, with a preponderance of clinical evidence, elevation of guidelines, and improvement in reimbursement. Our product design is nearing completion, with evidence that we will achieve all of our design goals.
Going public gives us a platform that will allow us to finish our design, seek clearance from regulators, and commercialize Novasight hybrid into a ready market. We are cleared in the U.S., Canada, Japan, and China. Our system has been used in six of the top U.S. cardiac care hospitals. We have core patent protection in all major geographies.
We have combined two well-known modalities into a more powerful and more flexible offering, and our attractive razor-razorblade model will drive excellent gross margins at scale, and we have assembled an excellent team of experienced leaders to drive our business growth. Thank you very much for your interest in Conavi Medical.
Thanks, Tom. Okay, well, let's get on to the questions, and all of these questions have been submitted through the channels that we had outlined in the press release and are ready to be answered. So with that, we'll see the first question. Are you going to read them out, Jeanne, or do you want me to read them?
I will be reading them out for you, Paul.
Thank you.
First question: Why did Titan decide to merge with Conavi?
So after a thorough process and outreach to over forty potential counterparties, Conavi emerged as the best alternative. We believe Conavi's product, product plan, proprietary technology, regulatory plan, and commercialization plan are top-notch, and we're impressed by their management team, their ownership and shareholders, and their ability to bring institutional investors to the table. Having worked with all of them over the last few months and keeping a watchful eye on their fundraising process, we can report that we believe our shareholders will be in good hands.
We have now had the opportunity to speak with and work with their anchor institutional investor and can report that they are engaged, active, and determined. Our decision has since been independently validated by both Glass Lewis and Institutional Shareholder Services, or ISS. The economics of the deal have been reviewed by Raymond James, and they have provided their fairness opinion. Next question.
Will shareholders lose value with current shares with TMD converting over?
So bottom line is that we don't know how the market common shares will perform post-closing. What might be helpful to our shareholders is a review of the pro forma financial statements in Section H1 of the Management Information Circular and, in particular, the second note. After consolidation, shareholders will be issued 4,561,594 common shares with a value of CAD 6.243 million, or CAD 1.37 per common share. Pre-consolidation, this is CAD 0.0547 per common share. I believe shares currently traded between $5 and $6 cents per share on the Toronto Stock Exchange. Next question.
Why didn't Medtronic or Intuitive Surgical buy out Titan Medical?
Wait for the question to flash up there. The bottom line is, we don't know. Both parties were approached a number of times at various levels of management, right to the high level, highest levels of executive management, and there was simply no interest. It seems to me that if they were at all interested, that we would have seen a bid soon after releasing the amalgamation agreement.
Remember that the amalgamation agreement, which was released in March, showed a price and terms of the deal that the board of Titan was willing to accept. So typically, that's when you would see a bid from strategics, and we didn't see anything. Next slide.
What is the current status of Enos and its future?
Sure, happy to answer that. So development of the two-arm version of Enos was stopped in early 2023 as we ran out of money. Development of the three-arm version of Enos never really progressed beyond the conceptual stage and was never resourced for either regulatory approval or product development. All commercialization efforts were focused on the two-arm Enos.
We have approached a number of companies beyond Medtronic, J&J, and Intuitive, and no one has expressed any interest in moving ahead with Enos. Believe me, we are also disappointed. After announcing the merger transaction with Conavi, we asked a small group of early shareholders, early investors in Titan, through one of our directors, if they were interested in acquiring all of the Enos assets, including prototypes, partially completed systems, et cetera, and they declined.
We need to remind everyone that the cost to complete development to get Enos approved by the FDA or any other regulatory body is in the hundreds of millions of dollars, and the capital markets are currently not receptive to fully funding a project at this scale. Next slide.
Are Titan's patents attracting other bigger companies such as Medtronic and Intuitive Surgical?
No. Medtronic, Intuitive Surgical have each signed a fully paid-up, non-exclusive license to Titan's patents, and we continue to approach other companies, but are not finding any interest. Next slide.
What will happen with the two surgical robots and the associated patents? Will they go to Conavi?
All of the assets of Titan will become the assets of the resulting issuer, Conavi, with the current shareholders of Titan owning a 10% stake in Conavi. Remaining Titan robots, including parts, source, software, et cetera, are all in storage awaiting a purchaser. If anyone knows of anyone interested, please let us know.
We have been at it for over twenty-four months and cannot find anyone interested. We do not know what Conavi's plans are for the Titan assets. I would imagine that if a company or a group of investors wanted to purchase these assets from Conavi, that they would be a seller. Next slide, or next question, please.
Please give us more details on Conavi. What is attractive to Titan shareholders about the combination versus a return of cash?
Okay, well, let's wait for it to flash up here. The company's cash balance at the end of June twenty twenty-four was reported to be $3.9 million. If you take in consideration the payment of liabilities, wind down transaction expenses and expenses incurred since June, I believe you're looking at a residual cash balance in the range of $1 million-$2 million, or $0.01-$0.015 a share. As mentioned earlier, on a pre-consolidation and pro forma consolidated basis, investors are being given shares worth $0.04 a share in Conavi. Next slide.
Has Conavi been able to raise the necessary funds to continue to grow its business and complete this transaction?
Waiting for the question to pop up. So we believe Conavi has already received subscriptions from its principal shareholders and is on track to close their financing in time to close on this transaction. We will issue a press release when all of this has occurred. Next question, please.
Can you walk through the actual numbers? Who brings what to this deal? What does Conavi bring in cash or debt? What is their burn rate, revenue run rate? What do we bring in cash? How much value is our clean filer position? Is there any residual value considered for the IP?
So, bottom line, all of this is detailed in the Management Information Circular. We have financial statements for Conavi, we have financial statements for Titan, and then we also have pro forma financial statements for the combined companies. The value for all of Titan is outlined in the pro forma section of the Management Information Circular, and we refer our shareholders to that section in the Management Information Circular. Next question, please.
What is our current net operating loss value?
Okay, just waiting for the question to pop up. So we would refer our shareholders to the audited year-end financials for the year ended December 31st, 2023, where the shareholders' deficit is reported to be CAD 290 million, which gives a range for net operating losses. Most or all, almost all of it applicable only in Canada. We should note two things on net operating losses.
First, we did contact a number of medical device companies operating in Canada who are profitable in Canada and looking for tax shelter as part of the M&A process and found no interest. Second, the applicability of utilizing tax losses has become very difficult in Canada over the last few years, and the market for net operating losses has significantly diminished. Next question, please.
Was the Snake Arm IP developed by Titan part of the IP given to Medtronic? If not, has it been given to J&J or Intuitive?
Okay. Well, so as discussed in press releases and MD&As, management discussion and analysis of filings, all posted on SEDAR, all of Titan's IP has been licensed on a non-exclusive basis to a number of strategics. Nothing was ever given away. Throughout the licensing and the M&A process, a number of experts specializing in IP and IP-related value were all consulted. Next slide.
When, if ever, will the redacted areas of the Medtronic, J&J, and Intuitive contracts be made available to the Titan shareholders?
Okay, so we've received this question a number of times. So let's be clear. Agreements with various strategics are subject to confidentiality and non-disclosure provisions, and redactions have been made by them, not us. With limited cash resources, we didn't think it's smart to incur legal bills to argue with them on this point. Titan management and the board did not redact anything. As a result, such redactions will not be made available to Titan shareholders. Next question, please.
Given that the Medtronic Hugo surgical robot will soon be FDA approved, and given that this is the same robot that has Titan IP contained within it, wouldn't the particular patent Titan IPs, which will soon be FDA approved, be more valuable? In other words, wouldn't Titan IP portfolio become more valuable once these patents become FDA-approved patents?
Okay. So for an IP licensing company, the value of patents is in its ability to generate royalties from the sale of products. There's no such thing as an FDA-approved patent. In the case of Medtronic, they have already executed a fully paid-up royalty to Titan. Further, it is Medtronic, which has paid all of the expenses to get the Hugo approved by the FDA.
As mentioned in the preamble, the IP license from Titan forms only a small part of the technology, knowledge, and know-how needed to get a technology to product and then to get that product approved by the FDA. Commercialization of that product, including customer trials, getting hospitals to buy product, building and training a surgeon network, and all of that takes years and lots and lots of investment, in the hundreds of millions of dollars. In our opinion, only companies the size of Medtronic can do that. Next question.
In 2019, five years ago, Titan was literally one month away from submitting an IDE for Enos. White papers, animal studies, and experts were singing Enos's praises. Then suddenly, Titan decided to not submit IDE and not begin FDA human clinical trial. Instead, we began manufacturing instruments for Medtronic and wasted five years of possibly giving an FDA-approved surgical robot. What happened?
Okay, well, please understand that all of what is questioned here occurred a considerable time before I and others joined the board of directors, so really, we don't know what happened. The board is only interested in looking forward and seeing if the company could bring Enos to market.
As mentioned in the preamble, I can tell you that this board's assessment of what was needed to file an IDE, complete animal studies, and eventually human trials, was not there, and we made leadership changes, regulatory strategy changes, and in some cases, product changes, including indications for use. Unfortunately for all of us, the capital markets did not have the appetite or the patience to fund this project to FDA approval or to commercialization. Next question, please.
What will Conavi do with our 200-plus patents?
Okay, just waiting for the question to pop up. Bottom line is, we're not sure what Conavi's plans are for the two hundred-plus patents. If anyone is aware of anyone interested in buying the IP or licensing the IP, please let us know. We completed an extensive search for over twenty-one months and have found no one interested other than the people we've already licensed the product to, or the technology and the IP portfolio to. Next slide, please.
What is the role of Raymond James and how they valued Titan?
Raymond James has played two roles as financial advisors. First, they have acted as our agents to find counterparties as part of the 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, which is available in the Management Information Circular. This opinion results from a rigorous valuation analysis of Titan and Conavi and the relative ownership of the combined entity. This opinion must be reviewed by their own committees and compliance offices before it can be shared with our board and our shareholders. No one on the board of the management team is affiliated or related to Raymond James in any way. Raymond James is an independent financial advisor. Next question, please.
When is the merger going to happen?
So a merger like this typically closes within a few days of shareholder vote, which occurs at a special and annual meeting of shareholders being held on September 30 th. Next question, please.
What happens if the merger is not approved by shareholders?
So this board has not formulated a formal plan in the event this transaction is not approved by the shareholders. As mentioned in the preamble, this board announced prior to its election in 2023, its strategy, and was elected with a mandate to execute on that strategy, which it has. In the event the shareholders do not take the advice of the board and the proxy advisors, Glass Lewis and ISS, it seems to me that the only remaining course of action would be an orderly wind down of the company and a disposition of any remaining cash to the shareholders, which will be minimal.
It seems to me, it seems to us, rather, that our shareholders are much better off holding a smaller share of a company with an opportunity for stock appreciation, and that's why the Titan board has unanimously approved the amalgamation agreement, and is recommending that all shareholders vote in favor of an amalgamation with Conavi. One final point I'd like to make.
Typically, in situations where a large group of shareholders has not yet voted, the board might adjourn the shareholders meeting to buy more time to get more voter turnout. In this case, because of the delays in getting the management information circular out in time, we are unable to adjourn the shareholder meeting and extend the voting period, as we have September thirtieth end date to stay in compliance with corporate law.
That means that whatever the vote is on September 30th, that's what's going to carry the day. This means that it is critical as many shareholders as possible must vote. It would be a real shame if a small proportion of shareholders end up determining the outcome for all of the shareholders. I think that concludes the questions that were sent to us in advance, but I might just add one more question that you haven't asked yet, and that's what happens if I have more questions? I think we've got a slide that shows some information on that, Jeanne.
If you have more questions, we invite you to send your questions into our investor inbox. The email address is on the screen for you.
Thank you. Wrapping up, I would like to remind all shareholders that ISS and Glass Lewis have both advised that shareholders vote for the amalgamation. The shareholder vote for the amalgamation. On behalf of the board of directors you elected, I would like to say that we are all in complete agreement that this transaction is in the best interest of all shareholders, and that we have, to the best of our ability, executed on the merger strategy we have announced and were elected to bring to you for approval.
All of the board members, including the member added at the request of a shareholder group, are unanimously recommending you vote for the amalgamation. Finally, I would like to thank our board and our management team for all of their hard work, high level of engagement, and commitment. Shareholders, it's up to you now. Please vote, and that concludes our call. Thank you.
Thank you. This concludes today's conference, and you may all disconnect at this time. Thank you for your participation.