Neovasc Announces Closing of US$72 Million Registered Direct Offering of Common Shares Priced At-The-Market
February 12 2021 - 3:34PM
via NewMediaWire – Neovasc Inc. (“Neovasc” or the “Company”)
(Nasdaq: NVCN / TSX: NVCN) announced today that it has closed its
previously announced sale of an aggregate of 36,000,000 common
shares at a purchase price of US$2.00 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$72 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 0.50 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$2.30 per share
at any time prior to the date which is five years following the
date of issuance.
After deducting the placement agent’s fees and other offering
expenses payable by Neovasc, the Company received net proceeds of
approximately US$ 65.3 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 the Securities and Exchange
Commission (the “SEC”) on December 14, 2020 and declared effective
by the SEC on December 16, 2020, and was 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 August 12,
2020, as amended on December 14, 2020. 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 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 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
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
and nine months ended September 30, 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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