NASDAQ, TSX: NVCN
VANCOUVER, March 15, 2019 /CNW/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ: NVCN / TSX: NVCN) announced
today that it has closed its previously announced underwritten
public offering (the "Offering") of 11,111,111 common shares of the
Company (the "Common Shares") at a price to the public of
US$0.45 per Common Share, for
aggregate gross proceeds to the Company of approximately
US$5 million, before deducting the
underwriting commission and Offering expenses payable by the
Company.
H.C. Wainwright & Co. (the "Underwriter") acted as sole
book-running manager for the Offering.
After deducting the underwriting discounts, commissions, and
other offering expenses payable by Neovasc, the Company received
net proceeds of approximately US$4.25
million. Neovasc intends to use the net proceeds from the
Offering for the development and commercialization of the Neovasc
Reducer™ (the "Reducer"), development of the Tiara™ (the "Tiara")
and general corporate and working capital purposes.
The Common Shares were offered pursuant to a shelf registration
statement (including a prospectus) previously filed with and
declared effective by the Securities and Exchange Commission (the
"SEC") on July 13,
2018 and were qualified for distribution in each of the
provinces of British Columbia,
Alberta, Saskatchewan, Manitoba and Ontario by way of a final prospectus
supplement to the Company's base shelf prospectus dated
July 12, 2018. The Underwriter
offered and sold the Common Shares in the
United States either directly or through its duly registered
U.S. broker dealer affiliates or agents. No Common Shares were
offered or sold to Canadian purchasers.
A preliminary prospectus supplement and accompanying prospectus
relating to the Offering have been filed as have a final prospectus
supplement and accompanying prospectus relating to the Offering
with the SEC and are available for free on the SEC's website at
www.sec.gov and are also available on the Company's profile on
the SEDAR website at www.sedar.com. Copies of the final
prospectus supplement and the accompanying prospectus relating to
the Offering may be obtained from H.C. Wainwright & Co., LLC,
430 Park Avenue 3rd Floor, New
York, NY 10022, or by calling (646) 975-6996 or by emailing
placements@hcwco.com.
The Company relied upon the exemption set forth in Section 602.1
of the TSX Company Manual, which provides that the Toronto Stock
Exchange will not apply its standards to certain transactions
involving eligible interlisted issuers on a recognized exchange,
such as the Nasdaq Capital Market.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Neovasc Inc.
Neovasc is a specialty medical
device company that develops, manufactures and markets products for
the rapidly growing cardiovascular marketplace. Its products
include the Reducer, for the treatment of refractory angina, which
is not currently commercially available in the United States and has been commercially
available in Europe since 2015,
and the Tiara, for the transcatheter treatment of mitral valve
disease, which is currently under clinical investigation in
the United States, Canada and Europe. For more information, visit:
www.neovasc.com.
Forward-Looking Statement Disclaimer
Certain
statements in this news release contain forward-looking statements
within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities laws
that may not be based on historical fact, including without
limitation statements containing the words "believe", "may",
"plan", "will", "estimate", "continue", "anticipate", "intend",
"expect" and similar expressions. Forward-looking statements may
involve, but are not limited to, comments with respect to the
intended use of proceeds of the Offering and the growing
cardiovascular marketplace. Many factors and assumptions could
cause the Company's actual results, performance or achievements to
differ materially from those expressed or implied by the
forward-looking statements, including, without limitation, the
substantial doubt about the Company's ability to continue as a
going concern; risks relating to the warrants (the "Warrants") and
senior secured convertible notes (the "Notes") issued pursuant to
the November 2017 underwritten public
offering and concurrent private placement (together, the "2017
Financings"), resulting in significant dilution to the Company's
shareholders; risks relating to the Company's need for significant
additional future capital and the Company's ability to raise
additional funding; risks relating to cashless exercise and
adjustment provisions in the Warrants and Notes issued pursuant to
the 2017 Financings, which could make it more difficult and
expensive for the Company to raise additional capital in the future
and result in further dilution to investors; risks relating to the
sale of a significant number of common shares of the Company; risks
relating to the exercise of Warrants or conversion of Notes issued
pursuant to the 2017 Financings, which may encourage short sales by
third parties; risks relating to the possibility that the common
shares of the Company may be delisted from the Nasdaq Capital
Market or the Toronto Stock Exchange, which could affect their
market price and liquidity; risks relating to the Company's common
share price being volatile; risks relating to the influence of
significant shareholders of the Company over the Company's business
operations and share price; risks relating to the Company's
significant indebtedness, and its effect on the Company's financial
condition; risks relating to claims by third parties alleging
infringement of their intellectual property rights; risks relating
to lawsuits that the Company is subject to, which could divert the
Company's resources and result in the payment of significant
damages and other remedies; the Company's ability to establish,
maintain and defend intellectual property rights in the Company's
products; risks relating to results from clinical trials of the
Company's products, which may be unfavorable or perceived as
unfavorable; the Company's history of losses and significant
accumulated deficit; risks associated with product liability
claims, insurance and recalls; risks relating to use of the
Company's products in unapproved circumstances, which could expose
the Company to liabilities; risks relating to competition in the
medical device industry, including the risk that one or more of the
Company's competitors may develop more effective or more affordable
products; risks relating to the Company's ability to achieve or
maintain expected levels of market acceptance for the Company's
products, as well as the Company's ability to successfully build
its in-house sales capabilities or secure third-party marketing or
distribution partners; the Company's ability to convince public
payors and hospitals to include the Company's products on their
approved products lists; risks relating to new legislation, new
regulatory requirements and the efforts of governmental and
third-party payors to contain or reduce the costs of healthcare;
risks relating to increased regulation, enforcement and inspections
of participants in the medical device industry, including frequent
government investigations into marketing and other business
practices; risks associated with the extensive regulation of the
Company's products and trials by governmental authorities, as well
as the cost and time delays associated therewith; risks associated
with post-market regulation of the Company's products; health and
safety risks associated with the Company's products and industry;
risks associated with the Company's manufacturing operations,
including the regulation of the Company's manufacturing processes
by governmental authorities and the availability of two critical
components of the Reducer; risk of animal disease associated with
the use of the Company's products; risks relating to the
manufacturing capacity of third-party manufacturers for the
Company's products, including risks of supply interruptions
impacting the Company's ability to manufacture its own products;
risks relating to the Company's dependence on limited products for
substantially all of the Company's current revenues; risks relating
to the Company's exposure to adverse movements in foreign currency
exchange rates; risks relating to the possibility that the Company
could lose its foreign private issuer status under U.S. federal
securities laws; risks relating to breaches of anti-bribery laws by
the Company's employees or agents; risks associated with future
changes in financial accounting standards and new accounting
pronouncements; risks relating to the Company's dependence upon key
personnel to achieve its business objectives; the Company's ability
to maintain strong relationships with physicians; risks relating to
the sufficiency of the Company's management systems and resources
in periods of significant growth; risks associated with
consolidation in the health care industry, including the downward
pressure on product pricing and the growing need to be selected by
larger customers in order to make sales to their members or
participants; risks relating to the Company's ability to
successfully identify and complete corporate transactions on
favorable terms or achieve anticipated synergies relating to any
acquisitions or alliances; risks relating to the Company's ability
to successfully enter into fundamental transactions as defined in
the Series C warrants issued pursuant to the 2017 Financings;
anti-takeover provisions in the Company's constating documents
which could discourage a third party from making a takeover bid
beneficial to the Company's shareholders; and risks relating to
conflicts of interests among the Company's officers and directors
as a result of their involvement with other issuers. These risk
factors and others relating to the Company are discussed in greater
detail in the "Risk Factors" section of the Company's Annual Report
on Form 20-F and in the Amended and Restated Management's
Discussion and Analysis for the quarter ended September 30, 2018 (copies of which may be
obtained at www.sedar.com or www.sec.gov). The Company has no
intention and undertakes no obligation to update or revise any
forward-looking statements beyond required periodic filings with
securities regulators, whether as a result of new information,
future events or otherwise, except as required by law.
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SOURCE Neovasc Inc.