via NEWMEDIAWIRE
– Neovasc Inc. (“Neovasc” or the “Company”)
(NASDAQ: NVCN / TSX: NVCN) announced today that it has entered into
definitive agreements with certain healthcare-focused institutional
investors for the sale of an aggregate of 4,532,772 common shares
at a purchase price of US$2.77575 per common share in a registered
direct offering (the “Offering”) priced at-the-market under the
Nasdaq Capital Market (the "Nasdaq") rules for aggregate gross
proceeds to the Company of approximately US$12.6 million, before
deducting placement agent’s fees and estimated expenses of the
Offering payable by the Company. The Offering is expected to close
on or about August 12, 2020, subject to customary closing
conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the Offering.
Each common share is being sold with 0.75 of a common share
purchase warrant (each whole warrant, a “Warrant”). Each Warrant
will entitle the holder to acquire one common share of the Company
(each, a “Warrant Share”) at an exercise price of US$2.69 per share
at any time prior to the date which is five years following the
date of issuance.
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, the Warrants, and the Warrant Shares are
being 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 12, 2018,
and will be qualified for distribution in each of the provinces of
British Columbia, Alberta, Saskatchewan, Manitoba, and Ontario by
way of a prospectus supplement to the Company’s base shelf
prospectus dated July 12, 2018. Neovasc will offer and sell the
securities in the United States only. No securities will be offered
or sold to Canadian purchasers.
A prospectus supplement and accompanying prospectus relating to
the Offering will be filed with the SEC and will be available for
free on the SEC's website at www.sec.gov and will also be available
on the Company’s profile on the SEDAR website at www.sedar.com.
Electronic copies of the prospectus supplement and the accompanying
prospectus relating to the Offering may be obtained, when
available, by contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, or by telephone: (646)
975-6996 or by e-mail: placements@hcwco.com.
Closing of the Offering will be subject to customary closing
conditions, including listing of the common shares and the Warrant
Shares on the Toronto Stock Exchange (the “TSX”) and the Nasdaq and
any required approvals of each exchange. For the purposes of the
TSX approval, the Company intends to rely on the exemption set
forth in Section 602.1 of the TSX Company Manual, which provides
that the TSX will not apply its standards to certain transactions
involving eligible interlisted issuers on a recognized exchange,
such as the Nasdaq.
For any securities issued pursuant to the Offering on or after
the expiry of the Canadian base shelf prospectus, the Company will
rely on the temporary exemptive relief granted pursuant to British
Columbia Instrument 51-517 – Temporary Exemption from Certain
Corporate Finance Requirements with Deadlines during the Period
from June 2 to August 31, 2020, and corresponding exemptive relief
granted in other jurisdictions to extend the lapse date of the
Canadian base shelf prospectus by 45 days.
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
Offering, the intended use of proceeds of the Offering and the
planned reliance on the exemption set forth in Section 602.1 of the
TSX Company Manual 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
Company's need for significant additional future capital and the
Company's ability to raise additional funding; risks relating to
the sale of a significant number of common shares of the Company;
risks relating to the possibility that the Company's common shares
may be delisted from the Nasdaq or the Toronto Stock Exchange,
including Nasdaq's discretionary public interest authority to apply
more stringent criteria for continued listing or suspend or delist
securities, which could affect their market price and liquidity;
risks related to the recent coronavirus outbreak or other health
epidemics, which could significantly impact the Company’s
operations, sales or ability to raise capital; 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 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; risks relating to claims by third parties alleging
infringement of their intellectual property rights; 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 the
Company's conclusion that it did not have effective internal
control over financial reporting as at December 31, 2019; 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 the possibility that the Company
could be treated as a “passive foreign investment company”; 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 conflicts of interests among the Company's
officers and directors as a result of their involvement with other
issuers; risks relating to future issuances of equity securities by
the Company, or sales of the Company’s common shares or conversions
of convertible notes by the Company’s existing security holders,
causing the price of the Company’s securities to fall; risks
relating to there being no market through which the Company’s
securities, other than the common shares, may be sold; risks
associated with the inability to enforce actions against the
Company, certain directors or officers, or the experts named in the
prospectus relating to the Offering under U.S. federal securities
laws; risks relating to the broad discretion in the Company’s use
of proceeds from the Offering; risks related to the Company’s
intention to not pay dividends in the foreseeable future; and
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. 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 Management's Discussion and Analysis for the three
months ended March 31, 2020 (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.
CONTACTChris Clark, Chief Financial Officer Neovasc
Inc.604-248-4138cclark@neovasc.com
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