Neovasc Announces Closing of US$12.6 Million Registered Direct Offering Priced At-The-Market
August 12 2020 - 2:25PM
via NEWMEDIAWIRE -- Neovasc Inc. (“Neovasc” or the “Company”)
(NASDAQ: NVCN / TSX: NVCN) announced today that it has closed its
previously announced registered direct offering (the
“Offering”) priced at-the-market under the Nasdaq rules of an
aggregate of 4,532,772 common shares at a purchase price of
US$2.77575 per common share 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.
H.C. Wainwright & Co. acted as the exclusive placement
agent for the Offering.
Each common share was sold with 0.75 of a common share purchase
warrant (each whole warrant, a “Warrant”). Each Warrant entitles
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.
After deducting the placement agent’s fees and other offering
expenses payable by Neovasc, the Company receive net proceeds of
approximately $11.3 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, the Warrants, and the Warrant 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 12,
2018 and were 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 offered and sold the securities in the
United States only. No securities were offered or sold to Canadian
purchasers.
A prospectus supplement and accompanying prospectus relating to
the Offering have been filed 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. Electronic copies of the prospectus
supplement and the accompanying prospectus relating to the Offering
may be obtained 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.
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 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.
CONTACT
Chris Clark, Chief Financial Officer
Neovasc Inc.
604-248-4138
cclark@neovasc.com
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