Neovasc Announces Closing of US$6.1 Million Registered Direct Offering Priced At-the-Market
December 10 2020 - 4:30PM
via NewMediaWire -- Neovasc, Inc. ("Neovasc" or the "Company")
(NASDAQ, TSX: NVCN) announced today that it has closed its
previously announced registered direct offering (the "Offering")
priced at-the-market under the Nasdaq Capital Market (the "Nasdaq")
rules of an aggregate of 6,230,803 common shares at a price of
US$0.9801 per common share. Aggregate gross proceeds to the
Company were approximately US$6.1 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, in a concurrent
private placement in the United States, with one 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$0.856 per
share at any time prior to the date which is five and one half
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 (but not the Warrants or the
Warrant Shares) were offered pursuant to a “shelf” registration
statement on Form F-3 (File No. 333-245385) previously filed with
the Securities and Exchange Commission (the “SEC”) on August 13,
2020 and declared effective by the SEC on September 14, 2020. A
prospectus supplement to the Company’s base shelf prospectus dated
August 12, 2020 qualifying the distribution of the common shares
and Warrants was also filed with the provincial securities
regulatory authorities in British Columbia, Alberta, Saskatchewan,
Manitoba and Ontario. Neovasc offered and sold the common shares in
the United States only. No securities were offered or sold to
Canadian purchasers.
A final prospectus supplement and accompanying
prospectus relating to the Offering was filed with the SEC and is
available for free on the SEC's website
at www.sec.gov and is also available on the Company's
profile on the SEDAR website at www.sedar.com. Electronic
copies of the final 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 Warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”), and Regulation D promulgated
thereunder and, along with the Warrant Shares, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the Warrants and Warrant Shares may not be offered or
sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Act and such applicable state
securities laws.
For the purposes of the final approval of the
Toronto Stock Exchange (the “TSX”), the Company has relied upon 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.
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 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 Tiara, for the
transcatheter treatment of mitral valve disease, which is currently
under clinical investigation in the United States, Canada, Israel
and Europe. For more information, visit: www.neovasc.com.
InvestorsMike CavanaughWestwicke/ICR Phone:
+1.646.877.9641Mike.Cavanaugh@westwicke.com
MediaSean LeousWestwicke/ICR Phone:
+1.646.677.1839Sean.Leous@icrinc.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.
When used herein, the words "expect", "anticipate", "estimate",
"may", "will", "should", "intend," "believe", and similar
expressions, are intended to identify forward-looking statements.
Forward-looking statements may involve, but are not limited to, the
use of proceeds, the expected impact on Reducer revenue generation
during the fourth quarter, the Company's ability to build on
progress and optimizing the value of its devices, the likelihood of
approval under the FDA's decision on the PMA, the expansion of its
product range, prospects for regulatory approvals and the growing
cardiovascular marketplace. Forward-looking statements are based on
estimates and assumptions made by the Company in light of its
experience and its perception of historical trends, current
conditions and expected future developments, market and other
conditions as well as other factors that the Company believes are
appropriate in the circumstances. Many factors could cause the
Company's actual results, performance or achievements to differ
materially from those expressed or implied by the forward-looking
statements, including those described 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 and nine months ended
September 30, 2020 (copies of which may be obtained
at www.sedar.com or www.sec.gov). These factors
should be considered carefully, and readers should not place undue
reliance on the Company's forward-looking statements. The Company
has no intention and undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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