1.
|
Names of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
2,409,765
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,409,765
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,409,765 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.5% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
1.
|
Names of Reporting Persons.
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
2,409,765
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,409,765
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,409,765 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.5% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
2,409,765
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
2,409,765
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,409,765 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
3.5% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Item
1.
Neovasc Inc. (the “Issuer”)
|
(b)
|
Address
of Issuer’s Principal Executive Offices
|
Suite
5138 - 13562 Maycrest Way
Richmond,
British Columbia, Canada, V6V 2J7
|
(a)
|
Name
of Person Filing
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence
|
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr.
Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal”
and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
|
(d)
|
Title
of Class of Securities
|
Common
shares, no par value per share, of the Issuer (the “Common Stock”).
64065J304
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not
applicable.
(a)
and (b):
(i)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on February 10, 2021 (the “SPA”)
(as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on February 10, 2021), each of the
Reporting Persons may have been deemed to have beneficial ownership of 3,321,503 shares of Common Stock which consisted of (i)
2,250,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii)
1,071,503 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction
contemplated by the SPA (“Intracoastal Warrant 1”), and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 29,926,776 shares of Common Stock outstanding prior
to the execution of the SPA as reported to the Reporting Persons by the Issuer, plus (2) 2,250,000 shares of Common Stock to be
issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 1,071,503 shares of Common Stock issuable
upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 53,497 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to
exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership
by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the
holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (II) 504,414 shares of Common Stock issuable
upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 2”) because Intracoastal Warrant 2 contains
a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but
only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more
than 9.99% of the Common Stock, (III) 510,153 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal
(“Intracoastal Warrant 3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder
thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would
result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock and (IV) 270,198
shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 4”)
because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any
of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting
Persons may have been deemed to have beneficial ownership of 4,659,765 shares of Common Stock.
(ii)
As of the close of business on February 19, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership
of 2,409,765 of Common Stock which consisted of (i) 1,125,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant
1, (ii) 504,414 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, (iii) 510,153 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 3 and (iv) 270,198 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 4, and all such shares of Common Stock represented beneficial ownership of approximately 3.5% of the Common Stock, based
on (1) 29,926,776 shares of Common Stock outstanding prior to the execution of the SPA as reported to the Reporting Persons by
the Issuer, plus (2) 36,000,000 shares of Common Stock issued at the closing of the transaction contemplated by the SPA, (3) 1,125,000
shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (4) 504,414 shares of Common Stock issuable upon exercise
of Intracoastal Warrant 2, (5) 510,153 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 and (6) 270,198
shares of Common Stock issuable upon exercise of Intracoastal Warrant 4.
(c)
Number of shares as to which each Reporting Person has:
|
(i)
|
Sole
power to vote or to direct the vote: 0 .
|
|
(ii)
|
Shared
power to vote or to direct the vote: 2,409,765 .
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of 0 .
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of 2,409,765 .
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following þ.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
February 19, 2021
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
February 19, 2021
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Page 9 of 9