NVCN Neovasc Inc

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        Our Common Shares began trading on the Nasdaq on May 21, 2014. The following table sets forth, for the periods indicated, the reported high, low and closing prices (in U.S. dollars) and volume traded on the Nasdaq.

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DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED UNDER THE OFFERING

        The Offering consists of 3,883,036 Units at a price of US$2.97375 per Unit. Each Unit is comprised of (i) one Unit Share and (ii) three-quarters of one Warrant. Our authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the date of this prospectus supplement, we had 12,306,270 Common Shares and no preferred shares of any series issued and outstanding. For a description of the capital structure of the Company, see "Description of Existing Securities" herein and "Additional Information—Share Capital" in the Form 20-F.

Common Shares

        The Company is authorized to issue an unlimited number of Common Shares without par value. As of May 28, 2020, there were 12,306,270 Common Shares issued and outstanding, 1,501,794 Common Shares issuable upon exercise of outstanding stock options, 482,956 Common Shares issuable upon the vesting of restricted share units, 144,444 Common Shares issuable upon exercise of the 2019 Broker Warrants, 157,721 Common Shares issuable upon exercise of the 2020 Broker Warrants, 250,000 Common Shares issuable upon exercise of the 2020 Warrant, 500,000 Common Shares issuable upon the exercise of the Settlement Warrants and 2,573,959 Common Shares issuable upon the exercise of the May 2020 Warrants (the "May 2020 Warrant Shares").

        Taking into account the total principal amount of the 2019 Notes remaining outstanding, and assuming full conversion of the 2019 Notes at the current conversion price of $7.50 on the date of conversion, the maximum number of Common Shares issuable would be 1,533,333 representing approximately 12.5% of Neovasc's current issued and outstanding number of Common Shares.

        Taking into account the total principal amount of the 2020 Notes remaining outstanding, and assuming full conversion of the 2020 Notes at the current conversion price of US$2.81525 on the date of conversion, the maximum number of Common Shares issuable would be 2,430,635 representing approximately 19.8% of Neovasc's current issued and outstanding number of Common Shares.

        The Common Shares all have equal voting rights and are entitled to receive notice of any shareholders meeting at which they have the right to vote. Subject to the rights of any other class of shares, upon any liquidation, dissolution, winding-up or other distribution of the Company's assets, the holders of Common Shares are entitled to participate equally.

        The Company is also authorized to issue an unlimited number of preferred shares, which do not have voting rights and are not entitled to receive notice of any shareholders' meetings. Upon liquidation, dissolution, winding-up or other distribution of the Company's assets, the holders of preferred shares are entitled to participate in priority to the holders of Common Shares. The preferred shares may be issued in series and the Company's board of directors may attach special rights, privileges, restrictions or conditions to any preferred shares. There were no preferred shares issued and outstanding as of the date of this prospectus supplement.

Warrants

        The Warrants issued under the Offering will be issued in certificated form. The following description is subject to the detailed provisions of the form of certificate for the Warrants (the "Warrant Certificate"). Reference should be made to the Warrant Certificate for the full text of attributes of the Warrants.

        Each whole Warrant will entitle the holder to acquire, subject to adjustment as summarized below, one Warrant Share at an exercise price of US$2.88 per share on or prior to 5:00 p.m. (New York time) on the fifth year following issuance of the Warrant, after which time the Warrant will be void and of no value. The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed notice of exercise, thereby canceling all or a portion of such holder's

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Warrants. The Warrants may be exercised on a "net" or "cashless" basis to the extent that the Company does not have an effective registration statement registering (or the related prospectus is not available) the shares issuable upon exercise of the Warrants

        The Warrant Certificate will provide that the number of underlying shares and exercise price of the Warrants will be subject to adjustment in the event of certain share dividends or distributions or of a subdivision or consolidation of the Common Shares or similar events.

        The Warrant Certificate will also provide that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, at least 20 days prior to the record date or effective date, as the case may be, of such events.

        In connection with a Fundamental Transaction, holders of the Warrants will have the right to receive, upon exercise, the same consideration as holders of Common Shares in respect of the Common Shares that would be issuable upon exercise of the Warrants immediately prior to such Fundamental Transaction, in addition to any additional consideration receivable by holders of Common Shares in connection with such Fundamental Transaction. Holders of the Warrants will also have the option, within 30 days of the closing of a Fundamental Transaction, to require the Company (or its successor) to repurchase their Warrants in cash or, if the Fundamental Transaction is not in the Company's control, in the consideration received by other holders of Common Shares in respect of such Fundamental Transaction, at a value determined by using the Black-Scholes option pricing model.

        There is currently no market through which the Warrants may be sold, and purchasers may not be able to resell the Warrants purchased under this prospectus supplement. The Warrant Certificate will also contain restrictions on the number of Common Shares that may be acquired by a holder of Warrants upon any exercise of the Warrants that would result in the holder and its affiliates holding in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of such Warrants, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to us, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us. No fractional Warrant Shares will be issuable upon the exercise of any Warrants. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have, except as set forth in the Warrants.

Dividend Policy

        We have not paid any dividends to date on our Common Shares. We do not currently expect to pay any dividends on our Common Shares for the foreseeable future.

Preferred Shares

        We may issue our preferred shares from time to time in one or more series. The terms of each series of preferred shares, including the number of shares, the designation, rights, preferences, privileges, priorities, restrictions, conditions and limitations, will be determined at the time of creation of each such series by our board of directors, without shareholder approval, provided that all preferred shares will rank equally within their class as to dividends and distributions in the event of our dissolution, liquidation or winding-up.

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DESCRIPTION OF EXISTING SECURITIES

2020 Notes

        The 2020 Notes were issued in the aggregate principal amount of US$4,000,000 on May 28, 2020 pursuant to the securities purchase agreement (the "SPA") dated May 26, 2020. 2,573,959 May 2020 Warrants were also issued on May 28, 2020 pursuant to the SPA. An additional US$1,000,000 in principal amount of 2020 Notes was issued on June 3, 2020. The 2020 Notes will bear interest at the rate of 8% computed on the basis of a 360-day year and twelve 30-day months and shall be payable in additional 2020 Notes on the date that is six-months after issuance and on each six-month period thereafter up to, and including, the maturity date. The 2020 Notes will have a maturity date of 48-months after issuance with a holder's option for early redemption at 24-months. The 2020 Notes are to be issued at par and shall rank in senior priority to all other current and future debentures of the Company. The 2020 Notes shall also include blocking rights to all future proposed debentures of equal or senior priority to the 2020 Notes. Each 2020 Note will be convertible at the option of the holder of the 2020 Note into Common Shares (the "Conversion Shares") at a conversion price of US$2.81525 per Conversion Share.

        Upon an event of default, the interest rate shall automatically be increased by 3% percent per annum. The 2020 Notes are senior to all other indebtedness and secured by all assets. The terms of the 2020 Notes prohibit a holder from converting its 2020 Notes if doing so would result in such holder (together with any person acting jointly or in concert with the holder, including such holder's affiliates) beneficially owning, or exercising control or direction over more than 9.99% of the number of Common Share outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the 2020 Notes. The Company shall not issue any fraction of a share issued upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Shares, the Company shall round such fraction of a share of Common Shares down to the nearest whole share.

        The 2020 Note holders are entitled to participate in any dividends or other distributions by the Company and the sale, by the Company, of any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the holders of Common Shares as if they had converted their 2020 Notes and were holders of the Conversion Shares. The Company shall not enter into or be party to a Fundamental Transaction (as defined in the 2020 Note) unless the successor entity assumes in writing all of the obligations of the Company under the 2020 Note and it delivers to each holder of 2020 Notes in exchange for such 2020 Notes a security of the successor entity evidenced by a written instrument substantially similar in form and substance to the 2020 Notes. Under the 2020 Notes, an event of default triggers a redemption right.

        The 2020 Notes contain certain covenants, which include: limitations on restricted payments, restrictions on asset transfers (other than ordinary course of business), and restrictions on cash burn. The 2020 Notes and any Common Shares issued upon conversion of the 2020 Note may be offered, sold, assigned or transferred by the holder without the consent of the Company.

        Upon a change of control the holder may require the Company to redeem the 2020 Note at a price equal to 125% of the principal amount of the note, decreasing by 10% on each anniversary of the issuance of the 2020 Note to a price of 100% from the third anniversary of the issuance of the 2020 Note until maturity. Any amendment to the terms of the 2020 Note shall require the consent of the Company and the Required Holders (as defined in the 2020 Note), provided that that such limitation shall not apply upon the prior written consent of each such holder of the 2020 Notes in the event such holder would be treated adversely and disproportionally by such an amendment.

        Particulars concerning the Conversion Shares and May 2020 Warrant Shares are set out under "Description of Share Capital—Common Shares".

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May 2020 Warrants

        The May 2020 Warrants are exercisable at any time from four years after the date of issuance. The May 2020 Warrants will be exercisable, at the option of each holder. No fractional May 2020 Warrant Shares will be issued in connection with the exercise of a May 2020 Warrant. Any entitlement to May 2020 Warrant Shares shall be rounded down to the nearest whole May 2020 Warrant Share. The holder will not have the right to exercise any portion of the May 2020 Warrant if the holder (together with any acting jointly or in concert with it, including its affiliates) would beneficially own or exercise control or direction over 9.99% of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the May 2020 Warrants. Each May 2020 Warrant represents the right to purchase one May 2020 Warrant Share at an exercise price equal to US$2.634 per May 2020 Warrant Share, subject to adjustment. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares.

        If, at the time a holder exercises its May 2020 Warrant, there is no effective registration statement covering the issuance of the shares underlying the May 2020 Warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Common Shares determined according to a formula set forth in the May 2020 Warrant. The May 2020 Warrant holders are entitled to participate in any dividends or other distributions by the Company and the sale, by the Company, of any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the shareholders of the Common Shares as if they had exercised their May 2020 Warrant and were holders of the May 2020 Warrant Shares. In the event of a Fundamental Transaction and at the request of the holder of the May 2020 Warrant, the Company must purchase the May 2020 Warrant from such holder on the date of such request by paying to the holder cash in an amount equal to the value of the unexercised May 2020 Warrants according to the Black Scholes Option Pricing Model.

        Particulars concerning the May 2020 Warrant Shares are set out under "Description of Share Capital—Common Shares".

2019 Note

        Pursuant to the May 2019 Financing, a secured convertible debenture (the "2019 Notes") was issued at a 15% original issue discount with a face value of US$11,500,000, for gross proceeds to the Company of $9,775,000. The 2019 Note is secured by a general security agreement dated as of May 16, 2019 granted by the Company and its subsidiaries to and in favour of SMG over all of the Company's present and after-acquired personal property, which includes all of its assets in the U.S., Canada and Israel related to Tiara and Reducer. The 2019 Note matures on May 16, 2023 and has the following key terms:

•

For the first year after its issuance, interest accrues at a rate of 8%, of which 5% is payable in cash on or about May 17, 2020. The remainder is deferred and will be due on maturity of the 2019 Note.



•

After the first year and until maturity, interest accrues at a rate of 10%, of which 7% is payable in cash at the end of May and November each year. The remainder is deferred and will be due on maturity of the 2019 Note.



•

The 2019 Note was issued at an original discount of $1.725 million. A separate subscription for Common Shares by the holder of the 2019 Note was made for this amount (at market price) concurrent with the issuance of the 2019 Note.

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•

The Company has a prepayment option whereby it may voluntarily prepay the 2019 Note prior to maturity. Prepayment penalties of 3% (if prepaid prior to the 1st anniversary of issuance), 2% (if prepaid between the first and second anniversaries of issuance) and 1% (if prepaid after the second anniversary) apply.



•

The 2019 Note is convertible into Common Shares at the option of the holder (however, the holder may not own in excess of 19.99% of the total outstanding Common Shares of the Company as a result of the conversion). The conversion price is $7.50 per common share prior to the second anniversary of issuance, $8.50 between the second and third anniversaries of issuance and $9.70 after the third anniversary of issuance. The conversion price would also be proportionally adjusted upon any common share reorganization events, including stock dividends, distributions, stock splits or reverse-stock splits.

2019 Broker Warrants

        In connection with the February 2019 Financing and the March 2019 Financing, the Company issued 144,444 2019 Broker Warrants. The 2019 Broker Warrants are exercisable at a price per Common Share equal to $5.625 for a period of three years following issuance. Pursuant to FINRA Rule 5110(g), the 2019 Broker Warrants and any common shares issued upon the exercise of the underwriter warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivate, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness of, or commencement of sales under, the February 2019 Financing and the March 2019 Financing, except the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the February 2019 Financing and the March 2019 Financing and the officers or partners thereof, if all securities so transferred remain subject to their respective lock-up restrictions for the remainder of the time period; (iii) if the aggregate amount of our securities held by the holder of such securities or related persons does not exceed 1% of the securities offered in the February 2019 Financing, in respect of the February 2019 Broker Warrants, or the March 2019 Financing, in respect of the March 2019 Broker Warrants; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) issued upon the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth below for the remainder of the time period.

January 2020 Warrants

        In connection with the January 2020 Financing, the Company issued 1,185,000 Series A Units and 1,241,490 Series B Units at a price of US$4.1351 per Series A Unit and US$4.135 per Series B Unit. Each Series A Unit is comprised of (i) one Common Share and (ii) one common share purchase warrant (each, a "January 2020 Warrant") Each Series B Unit is comprised of (i) one Pre-Funded January Warrant (as defined below) and (ii) one January 2020 Warrant.

        The 2020 Warrants entitle the holder to acquire, subject to certain adjustments, one Common Share at an exercise price of US$4.1351 per share on or prior to 5:00 p.m. (New York time) on January 6, 2024. The January 2020 Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed notice of exercise, thereby canceling all or a portion of the January 2020 Warrant Holder's January 2020 Warrants. The January 2020 Warrants may be exercised on a "net" or "cashless" basis to the extent that the Company does not have an effective registration statement registering (or the related prospectus is not available) the shares issuable upon exercise of the January 2020 Warrants.

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        In connection with certain specified mergers, sales, business combinations, recapitalizations or similar events (a "Fundamental Transaction"), holders of the January 2020 Warrants will have the right to receive, upon exercise, the same consideration as holders of Common Shares in respect of the Common Shares that would be issuable upon exercise of the January 2020 Warrants immediately prior to such Fundamental Transaction, in addition to any additional consideration receivable by holders of Common Shares in connection with such Fundamental Transaction.

        Holders of the January 2020 Warrants will also have the option, within 30 days of the closing of a Fundamental Transaction, to require the Company (or its successor) to repurchase their January 2020 Warrants in cash or, if the Fundamental Transaction is not in the Company's control, in the consideration received by other holders of Common Shares in respect of such Fundamental Transaction, at a value determined by using the Black-Scholes option pricing model.

2020 Broker Warrants

        In connection with the January 2020 Financing, the Company issued common share purchase warrants (the "2020 Broker Warrants") to purchase up to 157,721 Common Shares at an exercise price of $5.1689 per Common Share to the underwriter in the January 2020 Financing. The 2020 Broker Warrants are exercisable immediately and for three years from their dates of issuance. Pursuant to FINRA Rule 5110(g), the 2020 Broker Warrants and any common shares issued upon the exercise of the 2020 Broker Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivate, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness of, or commencement of sales under, the relevant January 2020 Financing pursuant to which such 2020 Broker Warrants were issued, except the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in such 2019 Financing and the officers or partners thereof, if all securities so transferred remain subject to the Lock up restriction set forth below for the remainder of the time period; (iii) if the aggregate amount of our securities held by the underwriter in the relevant January 2020 Financing or related persons does not exceed 1% of the securities being offered in the relevant January 2020 Financing; (iv) that is beneficially owned on a pro rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) issued upon the exercise or conversion of any security, if all securities remain subject to the lock up restriction set forth below for the remainder of the time period.

Settlement Warrants

        In connection with the settlement agreement between the Company and certain investors (the "Settlors") on May 26, 2020 (the "Settlement Agreement"), the Company issued Settlement Warrants to purchase up to 500,000 Common Shares (the "Settlement Warrant Shares"). The Settlement Warrants were issued to the Settlors pursuant to the Settlement Agreement, whereby the Settlors and the Company have agreed to a mutual release and certain rights and obligations as further set forth in the Settlement Agreement. The Settlement Warrants are exercisable beginning on the date of issuance, and at any time prior to 11:59 p.m. (New York time) on the date that is four years after the date of issuance. The Settlement Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice, thereby canceling all or a portion of the Settlement Warrant. No fractional Settlement Warrant Shares will be issued in connection with the exercise of a Settlement Warrant. Any entitlement to Settlement Warrant Shares shall be rounded down to the nearest whole Settlement Warrant Share. The holder will not have the right to exercise any portion of the Settlement Warrant if the holder (together with its affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of

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9.99% of the number of our Common Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Settlement Warrants. Each Settlement Warrant represents the right to purchase one Settlement Warrant Share at an exercise price equal to US$2.634 per Settlement Warrant Share, subject to adjustment. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares. If the Company issues, sells, or is deemed to have issued or sold, any Common Shares for less than the exercise price of the Settlement Warrants, the exercise price of the Settlement Warrants will be reduced to an amount equal to a price determined in accordance with the dilutive issuance formula set out in the Settlement Warrant.

        If, at the time a holder exercises its Settlement Warrant, there is no effective registration statement covering the issuance of the shares underlying the Settlement Warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of Common Shares determined according to a formula set forth in the Settlement Warrant. The Settlement Warrant holders are entitled to participate in any dividends or other distributions by the Company and the sale, by the Company, of any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the shareholders of the Common Shares as if they had exercised their Settlement Warrant and were holders of the Settlement Warrant Shares. In the event of a Fundamental Transaction and at the request of the holder of the Settlement Warrant, the Company must purchase the Settlement Warrant from such holder on the date of such request by paying to the holder cash in an amount equal to the value of the unexercised Settlement Warrants according to the Black Scholes Option Pricing Model.

        The Settlement Agreement imposes the restrictions on the Settlement Warrants and Settlement Warrant Shares set forth below:

1.

Until August 12, 2020, the holder may not sell any of the Settlement Warrant Shares unless the aggregate market value of the Company's public float of its outstanding equity shares is at least US$75 million (as determined pursuant to Item I.C. of the General Instructions to Form F-10) for at least one full trading day prior to such date;



2.

Until August 19, 2020, the holder may not sell any of the Settlement Warrant Shares unless the Company's market value of its listed securities is at least US$35 million (as determined pursuant to Nasdaq Listing Rule 5810) (the "MLVS Requirement") or the Company has received written confirmation from Nasdaq that the Company has regained compliance with the MVLS Requirement; and



3.

The holder may not, on any trading day, sell such amount of Settlement Warrant Shares that would exceed 10% of the total trading volume of the Company's Common Shares on the immediately proceeding trading day.

        Particulars concerning the Settlement Warrant Shares are set out under "Description of Share Capital—Common Shares".

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CONSOLIDATED CAPITALIZATION

        Since March 31, 2020, the date of our financial statements for the most recently completed financial period, there have been no material changes in our consolidated share and loan capital other than as outlined under "Prior Sales". For information on the issuance of shares pursuant to the exercise of options pursuant to our incentive stock option plan, the issuance of shares pursuant to the vesting of restricted share units pursuant to our restricted share unit plan and warrants, see "Prior Sales".

PLAN OF DISTRIBUTION

The Offering

        Wainwright has agreed to act as exclusive placement agent subject to the terms of the Engagement Agreement. The Placement Agent is not purchasing or selling any of the Units offered by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of Units, but has agreed to use its reasonable best efforts to arrange for the sale of all of the Units offered hereby. Therefore, we may not sell the entire number of Units offered pursuant to this prospectus supplement. The Company will enter into a securities purchase agreement directly with investors in connection with the Offering.

        The Offering is being made only in the United States pursuant to the multijurisdictional disclosure system implemented by the SEC and the securities regulatory authorities in Canada. The Units will be offered in the United States directly to the investors.

        The Units are offered subject to a number of conditions, including but not limited to, listing of the Unit Shares and the Warrant Shares on the TSX and the Nasdaq, and will be subject to the Company fulfilling all the requirements of the TSX and the Nasdaq.

        The offering price of the Units was determined by arm's length negotiation between the Company, the Placement Agent and the investors. The Unit Shares will be delivered to the investors in book entry form through the Depository Trust Company system. Certificates representing the Warrants will be in definitive form and available for delivery to purchasers at closing of the Offering. See "Description of Securities Being Distributed under the Offering".

Commissions and Expenses

        The following table shows the per Unit; and total Placement Agent's Commission (inclusive of the Management Fee) the Company will pay to the Placement Agent:

        In addition, the Placement Agent will receive a cash fee equal to 8.0% of the cash proceeds received by us from any exercise of any Warrants that occurs following the twelve (12) month anniversary of the date of pricing of this Offering. We estimate that the total expenses of the Offering payable by us, not including the Placement Agent's Commission and the Management Fee, will be approximately US$475,000. Subject to compliance with FINRA Rule 5110(f), we have agreed to reimburse the Placement Agent for certain of its fees and expenses, including (i) the expenses of counsel and other out-of-pocket expenses of the Placement Agent, in an amount not to exceed US$125,000 in the aggregate, (ii) US$50,000 for the Placement Agent's non-accountable expenses and (iii) to reimburse the Placement Agent for its clearing expenses in the amount of US$12,900.

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Compensation Warrants

        We have also agreed to issue Compensation Warrants to purchase up to 252,397 Common Shares (representing 6.5% of the aggregate number of Units sold in this Offering), at an exercise price of US$3.71719 per share (equal to 125% of the public offering price for the Units to be sold in this Offering). The Compensation Warrants will be exercisable immediately for a period of 5 years from June 12, 2020 and will be in the same form as the Warrants issued to the investors, except as otherwise required by FINRA. Pursuant to FINRA Rule 5110(g), the Compensation Warrants and any common shares issued upon the exercise of the Compensation Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivate, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness of, or commencement of sales under, this Offering, except the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to this lock-up restriction for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Placement Agent or related persons does not exceed 1% of the securities being offered in the Offering; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) issued upon the exercise or conversion of any security, if all securities remain subject to this lock-up restriction for the remainder of the time period. The Compensation Warrants and the Common Shares issuable upon exercise of the Compensation Warrants are qualified for distribution under this prospectus supplement.

Right of First Refusal

        We granted the Placement Agent a right of first refusal to act as exclusive financial advisor, sole book-running manager, sole underwriter or sole placement agent in connection with any acquisitions or dispositions or any indebtedness or any public or private equity or equity-linked offering by us or any of our successors or subsidiaries, under certain circumstances within 12 months of the consummation of this Offering.

Indemnification

        The Company has agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the U.S. Securities Act of 1933 (the "33 Act"), as amended, and, where such indemnification is unavailable, to contribute to payments that the Placement Agent may be required to make in respect of such liabilities.

Regulation M

        The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the 33 Act and any fees received by it and any profit realized on the sale of the securities by it while acting as principal might be deemed to be underwriting discounts or commissions under the 33 Act. The Placement Agent will be required to comply with the requirements of the 33 Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our securities and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

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Other Relationships

        The Placement Agent and its respective affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The Placement Agent has received, or may in the future receive, customary fees and commissions for these transactions.

Listing

        The Company has applied to list the Unit Shares and the Warrant Shares on the TSX. Listing on the TSX will be subject to the Company fulfilling all of the listing requirements of the TSX. The Company has submitted a notification of listing to list the Unit Shares and the Warrant Shares on the Nasdaq.

Delivery of Securities

        Neovasc expects to deliver the Unit Shares and Warrants on or about June 16, 2020, subject to the satisfaction or waiver of customary closing conditions.

        Copies of this prospectus supplement and the accompanying base shelf prospectus in electronic format may be made available on the websites maintained by the Placement Agent.

CERTAIN INCOME TAX CONSIDERATIONS

Certain U.S. Federal Income Tax Considerations

        The following is a summary of certain U.S. federal income tax considerations generally applicable to a "U.S. Holder" of the ownership and disposition of the Unit Shares and Warrants acquired pursuant to this Offering and Warrant Shares acquired pursuant to the exercise of a Warrant. This summary addresses only holders who acquire and hold the Unit Shares, Warrant Shares and Warrants as capital assets (generally, property held for investment purposes). This summary does not address all potentially relevant U.S. federal income tax matters, and unless otherwise specifically provided, it does not address any state, local, foreign, alternative minimum, unearned income "Medicare" contribution, estate or gift tax consequences of holding or disposing of Unit Shares, Warrant Shares or Warrants.

        As used herein, the term "U.S. Holder" means any beneficial owner of Unit Shares, Warrant Shares or Warrants, who, for U.S. federal income tax purposes, is: (i) a citizen or individual resident of the United States; (ii) a corporation (or other entity classified as a corporation for U.S. federal tax purposes) organized under the laws of the United States or of any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, and (iv) a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) that has elected to be treated as a U.S. person under applicable U.S. Treasury Regulations.

        If a partnership (or other entity or arrangement treated as a partnership for U.S. federal tax purposes) holds Unit Shares, Warrant Shares or Warrants, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partnerships (or other entities or arrangements classified as a partnership for U.S. federal tax purposes) holding Unit Shares, Warrant Shares or Warrants, and their partners and other owners, should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

        This summary is based on the Canada United States Income Tax Convention (1980), as amended, the U.S. Internal Revenue Code of 1986, as amended (the "Code"), administrative pronouncements and rulings of the IRS, judicial decisions and existing and proposed U.S. Treasury Regulations, changes

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to any of which subsequent to the date of this prospectus supplement may affect the tax consequences described herein, possibly on a retroactive basis. This summary is for general guidance only and does not address the consequences applicable to certain categories of shareholders subject to special treatment under the Code, including tax exempt organizations, pass through entities, certain financial institutions, insurance companies, qualified retirement plans, individual retirement accounts or other tax deferred accounts, persons that hold Unit Shares, Warrant Shares or Warrants as part of a straddle, hedging transaction, conversion transaction, constructive sale or other arrangement involving more than one position, persons that acquired Unit Shares, Warrant Shares or Warrants in connection with the exercise of employee stock options or otherwise as compensation for services, dealers in securities or foreign currencies, traders in securities that elect to use a mark to market method of accounting, U.S. persons whose functional currency (as defined in the Code) is not the U.S. dollar, former citizens or permanent residents of the United States, or persons that own directly, indirectly or constructively 10% or more of our shares by voting power or by value. Holders and prospective investors should consult their own tax advisors with regard to the application of the income tax laws of the United States and any other taxing jurisdiction to their particular circumstances.

Prospective investors should consult their own tax advisors with respect to the tax considerations relevant to them, having regard to their own particular circumstances.

Treatment of Units

        Each Unit is comprised of one Unit Share and three-quarters of one Warrant, each of which will be treated as a separate instrument for U.S. federal income tax purposes. The amount paid for a Unit must be allocated between the Unit Share and the Warrant based on their respective fair market values at the time of the Offering, and the initial tax basis of each will equal the amount so allocated. For this purpose, the Company intends to allocate approximately US$2.88 of the issue price of each Unit as consideration for the issue of each Unit Share and US$0.09375 of the issue price as consideration for the issue of each three-quarters of one Warrant.

        Although the Company believes that its allocation is reasonable, the IRS is not bound by the Company's allocation of the purchase price for the Units, and the IRS or a U.S. court may disagree with the allocation set forth herein. Each U.S. Holder should consult its own tax advisor regarding the allocation of the purchase price for the Units purchased in the Offering. The holding period for the Unit Share and the three-quarters of one Warrant will begin on the day after the date of acquisition.

The Warrants

Exercise of the Warrants

        A U.S. Holder will generally not recognize gain or loss on the exercise of a Warrant and the related receipt of a Warrant Share. A U.S. Holder's initial tax basis in the Warrant Share received on the exercise of a Warrant should generally be equal to the sum of (a) the U.S. Holder's tax basis in such Warrant (as applicable) plus (b) the exercise price paid by the U.S. Holder. A U.S. Holder's holding period for the Warrant Share received on the exercise of a Warrant should generally begin on the day after the date that the Warrant is exercised.

        In certain circumstances, a U.S. Holder may be permitted to undertake a cashless exercise of Warrants into Warrant Shares. The U.S. federal income tax treatment of a cashless exercise of Warrant is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of a Warrant described in the preceding paragraph. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of a cashless exercise of Warrants.

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Sale, Exchange or Other Taxable Disposition of the Warrants

        Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale, exchange or other taxable disposition of a Warrant in an amount equal to the difference between the amount realized on such sale, exchange or other taxable disposition (or, if the amount realized is denominated in Canadian dollars, its U.S. dollar equivalent, generally, for U.S. Holders that use the cash method and for electing U.S. Holders that use accrual method, determined by reference to the spot rate of exchange on the date of settlement) and the holder's tax basis of such Warrant. Such gain or loss will be a long term capital gain or loss if the Warrant has been held for more than one year and will be short term capital gain or loss if the holding period is equal to or less than one year. Such gain or loss generally will be considered U.S. source gain or loss for U.S. foreign tax credit purposes. Long term capital gains of non-corporate taxpayers are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Lapse of the Warrants

        Upon the lapse or expiration of a Warrant, a U.S. Holder will recognize a loss in an amount equal to its adjusted tax basis in the Warrant. Subject to the PFIC rules discussed below, any such loss should be a capital loss. Any capital loss recognized by a U.S. Holder will generally be treated as U.S. source loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to limitations.

Certain Adjustments to the Warrants

        The number of Warrant Shares issuable upon exercise of a Warrant and/or the exercise price per Warrant may be adjusted in certain circumstances. For U.S. federal income tax purposes, an adjustment to the number of Warrants Shares that will be issued on the exercise of a Warrant, or an adjustment to the exercise price of a Warrant, may be treated as a constructive distribution to a U.S. Holder of the Warrant if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder's proportionate interest in the earnings and profits or assets of the Company, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to shareholders of the Company). Subject to the PFIC rules discussed below, any constructive distributions generally will be taxable as a distribution, as described below under "The Shares—Distributions with respect to the Shares." However, adjustments to the exercise price of a Warrant made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of the interest of the holders of such Warrant generally will not be considered to result in a constructive distribution to a U.S. Holder of such Warrant. U.S. Holders should carefully review the conversion rate adjustment provisions and consult their own tax advisors with respect to the tax consequences of any such adjustment.

The Shares

Distributions with respect to the Shares

        Subject to the PFIC rules discussed below, a U.S. Holder will generally recognize, to the extent out of our current and accumulated earnings and profits (determined in accordance with U.S. federal income tax principles), dividend income on the receipt of distributions on the Unit Shares or the Warrant Shares (collectively, the "Shares") (including amounts withheld to pay any Canadian withholding taxes). We do not intend to calculate our earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution will generally be treated as a dividend for U.S. federal income tax purposes.

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        The amount of any dividend paid to a U.S. Holder in Canadian dollars (including amounts withheld to pay Canadian withholding taxes) will be includible in income in a U.S. dollar value amount by reference to the exchange rate between the U.S. dollar and the Canadian dollar in effect on the date of receipt of such dividend by the U.S. Holder, regardless of whether the Canadian dollars so received are in fact converted into U.S. dollars. A U.S. Holder will have a tax basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. If the Canadian dollars received are converted into U.S. dollars on the date of receipt, the U.S. Holder should generally not be required to recognize foreign currency gain or loss in respect of the dividend. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency gain or loss on a subsequent conversion or other disposition of the Canadian dollars. Such gain or loss will generally be treated as U.S. source ordinary income or loss.

        We believe that we are a "qualified foreign corporation" and therefore, distributions treated as dividends and received by certain non-corporate U.S. Holders will be taxed at preferential rates, provided applicable holding period and certain other requirements are satisfied, including that we are not treated as a PFIC for the year of the distribution or for the prior taxable year. Any amount of such distributions treated as dividends will generally not be eligible for the "dividends received" deduction ordinarily available to certain U.S. corporate shareholders.

        Distributions on Shares that are treated as dividends will generally constitute income from sources outside the United States and will generally be categorized for U.S. foreign tax credit purposes as "passive category income." A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of Shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all non U.S. income taxes paid or accrued in such taxable year. The rules relating to U.S. foreign tax credits are complex, and each U.S. Holder should consult its own tax adviser regarding the application of such rules.

Sale, Exchange or Other Taxable Disposition of the Shares

        Subject to the PFIC rules discussed below, upon a sale, exchange or other taxable disposition of a Share, a U.S. Holder will generally recognize a capital gain or loss equal to the difference between the amount realized on such sale, exchange or other taxable disposition (or, if the amount realized is denominated in Canadian dollars, its U.S. dollar equivalent, generally, for U.S. Holders that use the cash method and for electing U.S. Holders that use accrual method, determined by reference to the spot rate of exchange on the date of settlement) and the holder's tax basis of such Share. Such gain or loss will be a long-term capital gain or loss if the Share has been held for more than one year and will be short term capital gain or loss if the holding period is equal to or less than one year. Such gain or loss will generally be considered U.S. source gain or loss for U.S. foreign tax credit purposes. Long term capital gains of non-corporate taxpayers are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Rules

        A foreign corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income is "passive income" or (ii) 50% or more of the average quarterly value of its assets produce (or are held for the production of) "passive income." For this purpose, "passive income" generally includes interest, dividends, rents, royalties and certain gains. We currently do not believe that we were a PFIC in the preceding taxable year nor do we anticipate that we will be a PFIC in the current taxable year or in future taxable years. However, the determination as to whether we are a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules, which

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are subject to differing interpretations, and is not determinable until after the end of such taxable year. Further, the determination is based in part on the mix, use and value of our assets, which values may be treated as changing for U.S. federal income tax purposes as our market capitalization changes. Because of the above described uncertainties, there can be no assurance that the IRS will not challenge the determination made by us concerning our PFIC status or that we will not be a PFIC for any taxable year. If we were classified as a PFIC in any taxable year during which a U.S. Holder owns our Unit Shares, Warrants or Warrant Shares, certain adverse tax consequences could apply to such U.S. Holder. Certain elections may be available to U.S. Holders of Unit Shares or Warrant Shares, which are not available to U.S. Holders of Warrants, that may mitigate some of the adverse consequences resulting from our treatment as a PFIC. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their investments in Unit Shares, Warrants or Warrant Shares and whether to make an election or protective election.

Required Disclosure with Respect to Foreign Financial Assets

        Certain U.S. Holders are required to report information relating to an interest in Unit Shares, Warrants or Warrant Shares, subject to exceptions (including an exception for Unit Shares, Warrants or Warrant Shares held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in Unit Shares, Warrants or Warrant Shares. U.S. Holders should consult their own tax advisors regarding information reporting requirements relating to their ownership of Unit Shares, Warrants, or Warrant Shares.

        THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF UNIT SHARES, WARRANTS AND WARRANT SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.

Certain Canadian Federal Income Tax Considerations

Non-Residents of Canada

        The following is a summary, as of the date of this prospectus supplement, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) ("Tax Act") that generally apply to an investor who acquires a Unit pursuant to the Offering, who, for the purposes of the Tax Act and at all relevant times, deals at arm's length, and is not affiliated with the Company and the Placement Agent and who acquires and holds the Unit Shares, Warrants, and Warrant Shares as capital property (a "Holder"). Generally, Unit Shares will be considered to be capital property to a Holder provided that the Holder does not use Unit Shares, Warrants, and Warrant Shares in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them or been deemed to have acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

        This summary is based upon the current provisions of the Tax Act and its regulations and the current published administrative policies and assessing practices of the Canada Revenue Agency ("CRA"). This summary takes into account all specific proposals to amend the Tax Act and its regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or

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action, nor does it take into account or consider any provincial, territorial or foreign income tax considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

        This summary only applies to Holders who (i) for the purposes of the Tax Act, have not and will not be resident in Canada at any time, and (ii) do not use or hold the common shares in carrying on a business in Canada. Special rules, which are not discussed in this summary, may apply to a Holder that is an insurer that carries on business in Canada and elsewhere.

        This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Holders should consult their own tax advisors with respect to their particular circumstances.

Currency

        For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Unit Shares, Warrants and Warrant Shares must be expressed in Canadian dollars. Amounts denominated in any other currency must be converted into Canadian dollars using the rate of exchange quoted by the Bank of Canada on the day the amount first arose, or such other rate of exchange as is acceptable to the CRA.

Allocation of Purchase Price

        Holders will be required to allocate the cost for each Unit on a reasonable basis between each Unit Share and three-quarters of a Warrant in order to determine their respective costs for purposes of the Tax Act.

Exercise of Warrants

        No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share, as the case may be, acquired thereby will be the aggregate of the Holder's adjusted cost base of such Warrant and the exercise price paid, if any, for the Warrant Share. The Holder's adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base (determined immediately before the acquisition of the Warrant Share, as the case may be) to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

Taxation of Dividends

        Subject to an applicable tax treaty or convention, a dividend paid or credited, or deemed to be paid or credited, to a Holder on the Unit Shares, Warrant Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend. Such rate is generally reduced under the Canada-U.S. Tax Convention (the "Treaty") to 15% if the beneficial owner of such dividend is a resident of the U.S. for purposes of the Treaty and fully entitled to benefits under the Treaty (a "U.S. Holder"). The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company.

Disposition of Unit Shares, Warrants and Warrant Shares

        A Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Holder on a disposition of Unit Shares, Warrants or Warrant Shares unless such shares or warrants constitute "taxable Canadian property" (as defined in the Tax Act) of the Holder at the time

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of the disposition and are not "treaty-protected property" (as defined in the Tax Act) of the Holder at the time of the disposition.

        Generally, as long as the Common Shares are then listed on a designated stock exchange (which currently includes the TSX and the Nasdaq), the Unit Shares, Warrants and Warrant Shares will not constitute taxable Canadian property of a Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Holder, persons with which the Holder does not deal at arm's length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Holder or persons which do not deal at arm's length with the Holder, or any combination of them, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b) more than 50% of the fair market value of the Unit Shares, Warrants and Warrant Shares, as applicable, was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists). The Tax Act may also deem the Unit Shares, Warrants or Warrant Shares, to be taxable Canadian property in certain circumstances. Holders whose Unit Shares, Warrants or Warrant Shares are taxable Canadian property should consult their own tax advisors.

WHERE YOU CAN FIND MORE INFORMATION

        We are required to file with the securities commission or authority in each of the applicable provinces of Canada annual and quarterly reports, material change reports and other information. In addition, we are subject to the informational requirements of the Exchange Act, and, in accordance with the Exchange Act, we also file reports with, and furnish other information to, the SEC. Under a multijurisdictional disclosure system adopted by the United States and Canada, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which differ in certain respects from those in the United States. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required to publish financial statements as promptly as U.S. companies.

        You may read any document we file with the securities commissions and authorities of the provinces of Canada through SEDAR at www.sedar.com and any document we file with, or furnish to, the SEC at www.sec.gov.

AUDITORS, TRANSFER AGENT AND REGISTRAR

        Grant Thornton LLP was reappointed as our auditor at our annual general meeting of shareholders held on June 4, 2019. Grant Thornton LLP is located at Suite 1600—333 Seymour Street, Vancouver, British Columbia, V6B 0A4, Canada. Grant Thornton LLP has reported on our fiscal December 31, 2019, 2018 and 2017 audited consolidated financial statements, which have been filed with the securities regulatory authorities and incorporated by reference herein. Grant Thornton LLP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of British Columbia.

        Our transfer agent and the registrar for our Common Shares in Canada is Computershare Investor Services Inc. located at 510 Burrard Street, 2nd Floor, Vancouver, British Columbia, Canada, V6C 3B9 and in the United States is Computershare Trust Company N.A. located at 740—350 Indiana St., Golden, Colorado, 80401.

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        The purchasers are advised that it may not be possible to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

LEGAL MATTERS

        Certain legal matters related to the Company's securities offered by this prospectus supplement will be passed upon on its behalf by Blake, Cassels & Graydon LLP, with respect to matters of Canadian law, and Skadden, Arps, Slate, Meagher & Flom LLP, with respect to matters of U.S. law. Ellenoff Grossman & Schole LLP is acting as counsel for the Placement Agent in connection with this Offering. As of the date of this prospectus supplement, the partners and associates of Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP each beneficially own, directly or indirectly, less than 1% of our outstanding Common Shares, respectively.

ENFORCEABILITY OF CIVIL LIABILITIES

        We are a company continued under the CBCA. Most of our directors and officers and the experts named in this prospectus supplement, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and a substantial portion of the Company's assets are, located outside the United States. We have appointed an agent for service of process in the United States (as set forth below), but it may be difficult for holders of securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. We have been advised that a judgment of a

        U.S. court predicated solely upon civil liability under U.S. federal securities laws or the securities or "blue sky" laws of any state within the United States, would likely be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of the liability predicated solely upon U.S. federal securities laws.

        We filed with the SEC, concurrently with our registration statement on Form F-10 of which this prospectus supplement and the accompanying base shelf prospectus are a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011 as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving us in a U.S. court arising out of or related to or concerning the offering of securities under the accompanying base shelf prospectus.

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APPENDIX "A"

INVESTOR PRESENTATION

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SHORT FORM BASE SHELF PROSPECTUS

U.S.$100,000,000
Common Shares
Preferred Shares
Debt Securities
Subscription Receipts
Units
Warrants

This prospectus relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the securities of Neovasc Inc. ("Neovasc" or the "Company") listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to U.S.$100,000,000. The securities may be offered by us or by our security-holders. The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement.

Our Common Shares are listed on the Toronto Stock Exchange ("TSX") and on the Nasdaq Capital Market ("Nasdaq"), under the symbol "NVCN". On July 11, 2018, the last trading day before the date hereof, the closing price per share of our Common Shares was C$0.05 on the TSX and U.S.$0.04 on the Nasdaq. Unless otherwise specified in an applicable prospectus supplement, our preferred shares, debt securities, subscription receipts, units and warrants will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which our securities, other than our Common Shares, may be sold and purchasers may not be able to resell such securities purchased under this prospectus. This may affect the pricing of our securities, other than our Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these securities and the extent of issuer regulation. See "Risk Factors".

All information permitted under securities legislation to be omitted from this prospectus will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each prospectus supplement will be incorporated by reference into this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of the securities to which the prospectus supplement pertains. You should read this prospectus and any applicable prospectus supplement carefully before you invest in any securities issued pursuant to this prospectus. Our securities may be sold pursuant to this prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us or any selling security-holders. In connection with any underwritten offering of securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the securities offered. Such transactions, if commenced, may discontinue at any time. See "Plan of Distribution". A prospectus supplement will set out the names of any underwriters, dealers, agents or selling security-holders involved in the sale of our securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such securities, including the net proceeds we expect to receive from the sale of such securities, if any, the amounts and prices at which such securities are sold and the compensation of such underwriters, dealers or agents.

Investment in the securities being offered is highly speculative and involves significant risks that you should consider before purchasing such securities. You should carefully review the risks outlined in this prospectus (including any prospectus supplement) and in the documents incorporated by reference as well as the information under the heading "Forward-Looking Statements" and consider such risks and information in connection with an investment in the securities. See "Risk Factors".

We are permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. Financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

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Owning our securities may subject you to tax consequences both in Canada and the United States. Such tax consequences are not fully described in this prospectus and may not be fully described in any applicable prospectus supplement. You should read the tax discussion in any prospectus supplement with respect to a particular offering and consult your own tax advisor with respect to your own particular circumstances.

Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected adversely because we are incorporated under the federal laws of Canada, most of our officers and directors and the experts named in this prospectus are Canadian residents, and a substantial portion of our assets and the assets of those officers, directors and experts are located outside of the United States.

Neither the U.S. Securities and Exchange Commission (the "SEC"), nor any state securities regulator has approved or disapproved the securities offered hereby or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

Our head office is located at Suite 5138 – 13562 Maycrest Way, Richmond, British Columbia, V6V 2J7 and our registered office is located at Suite 2600 – 595 Burrard Street, Vancouver, British Columbia, V7X 1L3, Canada.

Certain of the Company's directors reside outside of Canada and have appointed an agent for service of process in Canada. See "Agent for Service of Process".

Investors should rely only on the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. The Company has not authorized anyone to provide investors with different information. Information contained on the Company's website shall not be deemed to be a part of this prospectus (including any applicable prospectus supplement) or incorporated by reference and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. The Company will not make an offer of these securities in any jurisdiction where the offer or sale is not permitted. Investors should not assume that the information contained in this prospectus is accurate as of any date other than the date on the face page of this prospectus or any applicable prospectus supplement.

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GLOSSARY

        This glossary contains general terms used in the discussion of the cardiovascular medical device industry, as well as specific technical terms used in the descriptions of the Company's technology and business.

        Angioplasty:    a procedure for the elimination of areas of narrowing in blood vessels.

        Aortic:    of or pertaining to the aorta or aortic heart valve.

        Artery:    blood vessel that carries oxygenated blood from the heart to the body's organs.

        Atrium:    chamber in the heart.

        Balloon catheter:    hollow tube with a tiny balloon on its tip, used for gaining access to the arteries; once the catheter is in position, the balloon is inflated in order to push open a section of artery that is obstructed (see Angioplasty).

        Biocompatible:    materials that can be implanted or used in a patient without the body reacting adversely to the material.

        Bovine:    of or derived from or pertaining to a cow.

        Cardiac reconstruction:    procedure to repair damaged portions of the heart in order to improve its function.

        Cardiovascular:    system encompassing the heart, veins and arteries.

        Cardiovascular disease:    disease that restricts blood flow within the arteries, generally due to a build-up of Plaque; may refer to coronary or peripheral arteries, or both.

        CCS:    the Canadian Cardiovascular Society.

        CE Mark:    designation used to signify regulatory approval for the sale of a product in the European Union.

        Coronary Artery:    artery that supplies oxygen-rich blood to the heart muscle.

        Coronary Artery Disease:    disease that affects the Coronary Arteries (the arteries that provide oxygenated blood to the heart muscle); also called cardiovascular disease. (See Cardiovascular disease).

        COSIRA:    the Company's Coronary Sinus Reducer for Treatment of Refractory Angina clinical trial — a multi-center, double blinded sham controlled study intended to assess the safety and efficacy of the Reducer in a rigorous, controlled manner.

        COSIRA-II:    the Company's Coronary Sinus Reducer for Treatment of Refractory Angina clinical trial — a 380 patient, multicenter, randomized, double blinded, sham-controlled clinical trial with up to 35 investigational centers across North America.

        FDA:    U.S. Food and Drug Administration; governing body that regulates approval for the sale of medical devices in the United States.

        French:    The French size is a measure of the external diameter of a catheter, a catheter of 1 French has a diameter of 1/3 mm.

        IDE:    an investigational device exemption, which allows the investigational device to be used in a U.S. clinical study in order to collect safety and effectiveness data required to support a Premarket Approval (PMA) application or a Premarket Notification 510(k) submission to the FDA. All clinical evaluations of investigational devices in the United States, unless exempt, must have an approved IDE before the study is initiated.

        Interventional Cardiology:    practice of treating Coronary Artery Disease intravascularly; that is, through the arterial system using minimally invasive techniques, rather than with open-heart surgery.

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        Mitral:    of or pertaining to the mitral heart valve.

        Mitral Regurgitation:    inadequate function of the mitral valve allowing blood to leak back through the closed valve. This is a severe and debilitating medical condition.

        Pericardium:    sac in the chest cavity that contains the heart; pericardial tissue is the soft tissue that forms the sac.

        Peripatch:    tissue material made from bovine or Porcine pericardium; used to repair damaged/diseased vessels or organs by working as an internal bandage or as a component in the manufacture of heart valves.

        Plaque:    deposit of fats, cholesterol and other substances on artery walls that eventually causes arteries to become narrowed, restricting proper blood flow.

        Porcine:    of or derived from or pertaining to a swine or pig.

        Reducer:    the Neovasc Reducer™, Neovasc's proprietary technology for the treatment of refractory angina.

        Stent:    expandable, metallic tube inserted into a diseased artery to hold vessel open and maintain proper blood flow; may be used to deliver medication to the artery wall (a "drug-eluting stent").

        Tiara:    the Tiara™, Neovasc's proprietary transcatheter mitral valve system in development for the transcatheter treatment of mitral valve disease.

        TIARA-I:    the Company's multinational, multicenter early feasibility study being conducted to assess the safety and performance of the Tiara in high risk surgical contexts.

        TIARA-II:    the Company's multinational, multicenter study evaluating the Tiara's safety and performance. It is expected that data from this study will be used to file for CE Mark approval.

        Transcatheter:    implanted or completed via a catheter or small tube instead of surgically.

        Transcatheter heart valves:    specialized artificial heart valves which are implanted via a catheter rather than a traditional surgical approach.

        Vein:    blood vessel that carries de-oxygenated blood from the body organs to the heart.

        Vessel:    artery, vein or duct that carries blood through the body.

ABOUT THIS PROSPECTUS

        You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement and on the other information included in the registration statement of which this prospectus forms a part. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell or seeking an offer to buy the securities offered pursuant to this prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus or any applicable prospectus supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or of any sale of our securities pursuant thereto. Our business, financial condition, results of operations and prospects may have changed since those dates.

        Market data and certain industry forecasts used in this prospectus or any applicable prospectus supplement and the documents incorporated by reference in this prospectus or any applicable prospectus supplement were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

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        In this prospectus and any prospectus supplement, unless otherwise indicated, all dollar amounts and references to "U.S.$" or "$" are to U.S. dollars and references to "C$" are to Canadian dollars. This prospectus and the documents incorporated by reference contain translations of some Canadian dollar amounts into U.S. dollars solely for your convenience. See "Exchange Rate Information".

        In this prospectus and in any prospectus supplement, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Neovasc" or the "Company", refer to Neovasc Inc., either alone or together with our subsidiaries.

        The names Neovasc Reducer™ and Tiara™ are our trademarks. Other trademarks, product names and company names appearing in this prospectus and any prospectus supplement and documents incorporated by reference in this prospectus and any prospectus supplement are the property of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. The words "expect", "anticipate", "may", "will", "estimate", "continue", "intend", "believe" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements relating to:

•

our ability to continue as a going concern;



•

our need for significant additional financing and our estimates regarding our capital requirements and future revenues, expenses and profitability;



•

the Company's strategy to re-establish trust and confidence with its stakeholders and re-structure its financing;



•

the Company's estimates regarding its fully diluted share capital and future dilution to shareholders;



•

our intention to expand the indications for which we may market the Tiara (which does not have regulatory approval and is not commercialized) and the Reducer (which has CE Mark approval for sale in the European Union);



•

clinical development of our products, including the results of current and future clinical trials and studies;



•

our intention to apply for CE Mark approval for the Tiara in approximately 2020 and look for potentially faster pathways to such approval;



•

the anticipated timing of additional implantations in the TIARA-II trial and our intention to initiate additional investigational sites in 2018 as required approvals are obtained;



•

our plans to develop and commercialize products, including the Tiara, and the timing and cost of these development programs;



•

our plans to develop and commercialize the Tiara transfemoral trans-septal system, including our ability to improve current prototypes;



•

our strategy to refocus our business towards development and commercialization of the Reducer and the Tiara;



•

the amount of estimated additional litigation expenses required to defend the Company in ongoing lawsuits and claims;



•

our ability to replace historical revenues from the tissue and consulting services businesses with revenues from the Reducer and the Tiara in a timely manner;



•

whether we will receive, and the timing and costs of obtaining, regulatory approvals;



•

the cost of post-market regulation if we receive necessary regulatory approvals;

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•

our ability to enroll patients in our clinical trials, studies and compassionate use cases in Canada, the United States and Europe;



•

our ability to advance and complete the COSIRA-II IDE pivotal clinical trial;



•

our intention to continue directing a significant portion of our resources into sales expansion;



•

our ability to get our products approved for use;



•

the benefits and risks of our products as compared to others;



•

our ability to find strategic alternatives for adoption of the Reducer, including potential alliances in order to broaden and deepen therapy penetration and potentially advance the COSIRA-II study;



•

our plans to increase Reducer implants in Europe in 2018;



•

our estimates of the size of the potential markets for our products including the anticipated market opportunities for the Reducer and the Tiara;



•

our potential relationships with distributors and collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;



•

sources of revenues and anticipated revenues, including contributions from distributors and other third parties, product sales, license agreements and other collaborative efforts for the development and commercialization of products;



•

our ability to meet our financial and organizational restructuring goals to establish a lean and accountable organization with stable capitalization;



•

our ability to meet our cash expenditure covenants;



•

our creation of an effective direct sales and marketing infrastructure for approved products we elect to market and sell directly;



•

the adequacy of the Company's facilities to meet its ongoing needs;



•

the rate and degree of market acceptance of our products;



•

the timing and amount of reimbursement for our products;



•

the composition and compensation of our management team and board of directors;



•

the impact of foreign currency exchange rates; and



•

the composition and compensation of our board of directors and senior management team in the future.

        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, 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, without limitation:

•

the substantial doubt about our ability to continue as a going concern;



•

risks relating to the warrants issued pursuant to the November 2017 underwritten public offering of 6,609,588 Series A units (the "Series A Units") of the Company and 19,066,780 Series B units (the "Series B Units" and together with the Series A Units, the "Units"), at a price of $1.46 per Unit (the "2017 Public Transaction") and the warrants and senior secured convertible notes (the "Notes") issued pursuant to the November 2017 private placement (the "2017 Private Placement", and together with the 2017 Public Transaction, the "2017 Financings"), resulting in significant dilution to our shareholders;



•

risks relating to our need for significant additional future capital and our ability to raise additional funding;

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•

risks relating to our negative operating cash flow and our ability to raise additional funds;



•

risks relating to cashless exercise and adjustment provisions in the warrants (the "Warrants") and Notes issued pursuant to the 2017 Financings, which could make it more difficult and expensive for us to raise additional capital in the future and result in further dilution to investors;



•

risks relating to the sale of a significant number of Common Shares of the Company;



•

risks relating to the exercise of Warrants or conversion of Notes issued pursuant to the 2017 Financings, which may encourage short sales by third parties;



•

risks relating to the possibility that our Common Shares may be delisted from the Nasdaq or the TSX, which could affect their market price and liquidity;



•

risks relating to our Common Share price being volatile;



•

risks relating to the influence of significant shareholders of the Company over our business operations and share price;



•

risks relating to our significant indebtedness, and its effect on our financial condition;



•

risks relating to claims by third parties alleging infringement of their intellectual property rights;



•

risks relating to lawsuits that we are subject to, which could divert our resources and result in the payment of significant damages and other remedies;



•

our ability to establish, maintain and defend intellectual property rights in our products;



•

risks relating to results from clinical trials of our products, which may be unfavorable or perceived as unfavorable;



•

our history of losses and significant accumulated deficit;



•

risks associated with product liability claims, insurance and recalls;



•

risks relating to use of our products in unapproved circumstances, which could expose us to liabilities;



•

risks relating to competition in the medical device industry, including the risk that one or more competitors may develop more effective or more affordable products;



•

risks relating to our ability to achieve or maintain expected levels of market acceptance for our products, as well as our ability to successfully build our in-house sales capabilities or secure third-party marketing or distribution partners;



•

our ability to convince public payors and hospitals to include our 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 our products and trials by governmental authorities, as well as the cost and time delays associated therewith;



•

risks associated with post-market regulation of our products;



•

health and safety risks associated with our products and our industry;



•

risks associated with our manufacturing operations, including the regulation of our manufacturing processes by governmental authorities and the availability of two critical components of the Reducer;



•

risk of animal disease associated with the use of our products;

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•

risks relating to the manufacturing capacity of third-party manufacturers for our products, including risks of supply interruptions impacting the Company's ability to manufacture its own products;



•

risks relating to our dependence on limited products for substantially all of our current revenues;



•

risks relating to our exposure to adverse movements in foreign currency exchange rates;



•

risks relating to the possibility that we could lose our foreign private issuer status under U.S. federal securities laws;



•

risks relating to breaches of anti-bribery laws by our employees or agents;



•

risks associated with future changes in financial accounting standards and new accounting pronouncements;



•

risks relating to our dependence upon key personnel to achieve our business objectives;



•

risks relating to our ability to maintain strong relationships with physicians;



•

risks relating to the sufficiency of our 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 our ability to successfully identify and complete corporate transactions on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances;



•

risks relating to our ability to successfully enter into fundamental transactions ("Fundamental Transactions") as defined in the Series C warrants issued pursuant to the 2017 Financings (the "Series C Warrants");



•

risks relating to anti-takeover provisions in our constating documents which could discourage a third party from making a takeover bid beneficial to our shareholders;



•

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 our Common Share price being volatile;



•

risks relating to future issuances of equity securities by us, or sales of Common Shares, exercises of Warrants or conversions of Notes by our existing security-holders causing the price of our securities to fall;



•

risks relating to there being no market through which our securities, other than the Common Shares, may be sold;



•

risks associated with the inability to enforce actions against us, certain of our directors and officers, or the experts named in this prospectus under U.S. federal securities laws;



•

risks associated with debt securities being unsecured and ranking equally in right of payment with all of our other future unsecured debt;



•

risks relating to the broad discretion in the use of the net proceeds of an offering of our securities;



•

risks relating to our intention to not pay dividends in the foreseeable future; and



•

risks associated with our being treated as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for U.S. investors.

        Forward-looking statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies, many of which, with respect to future events, are subject to change. The

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material factors and assumptions used by us to develop such forward-looking statements include, but are not limited to:

•

our ability to continue as a going concern;



•

our regulatory and clinical strategies will continue to be successful;



•

our current positive interactions with regulatory agencies will continue;



•

recruitment to clinical trials and studies will continue;



•

the time required to enroll, analyze and report the results of our clinical studies will be consistent with projected timelines;



•

current and future clinical trials and studies will generate the supporting clinical data necessary to achieve approval of marketing authorization applications;



•

the regulatory requirements for approval of marketing authorization applications will be maintained;



•

our current good relationships with our suppliers and service providers will be maintained;



•

our estimates of market size and reports reviewed by us are accurate;



•

our efforts to develop markets and generate revenue from the Reducer will be successful;



•

genericisation of markets for the Tiara and the Reducer will develop;



•

capital will be available on terms that are favourable to us; and



•

our ability to retain and attract key personnel, including members of our board of directors and senior management team.

        By their very nature, forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or information. In evaluating these statements, prospective purchasers should specifically consider various factors, including the risks outlined in the "Risk Factors" section herein and in documents incorporated by reference herein. These factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. Should one or more of these risks or uncertainties or a risk that is not currently known to us materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this prospectus or, in the case of documents incorporated by reference in this prospectus, as of the date of such documents, and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by law. Investors are cautioned that forward-looking statements are not guarantees of future performance and investors are cautioned not to put undue reliance on forward-looking statements due to their inherent uncertainty.

        The Company advises you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to the Company or persons acting on its behalf.

DOCUMENTS INCORPORATED BY REFERENCE

        Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated by reference in this prospectus and not delivered with this prospectus may be obtained on request without charge from the Company Secretary of Neovasc Inc. at Suite 5138 – 13562 Maycrest Way, Richmond, British Columbia, V6V 2J7, Canada, telephone: (604) 270-4344 or by accessing the disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval, or SEDAR, at www.sedar.com. Documents filed with, or furnished to, the SEC are available through the SEC's Electronic Data Gathering and Retrieval System, or EDGAR, at www.sec.gov.

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        The following documents, filed with the securities commissions or similar regulatory authorities in certain provinces of Canada and filed with, or furnished to, the SEC are specifically incorporated by reference into, and form an integral part of, this prospectus:

•

our management information circular dated May 2, 2018, distributed in connection with our annual general and special meeting of shareholders held on June 4, 2018;



•

our unaudited interim consolidated financial statements for the three months ended March 31, 2018 and 2017;



•

our management's discussion and analysis of financial condition and results of operations for the three months ended March 31, 2018 and 2017;



•

our annual report on Form 20-F for the fiscal year ended December 31, 2017, dated April 30, 2018;



•

our audited annual consolidated financial statements for the fiscal years ended December 31, 2017, 2016 and 2015 together with the notes thereto and the auditor's reports thereon; and



•

our management's discussion and analysis of financial condition and results of operations for the fiscal years ended December 31, 2017, 2016 and 2015.

        Any documents of the type described in Section 11.1 of Form 44-101F1 Short Form Prospectuses filed by the Company with a securities commission or similar authority in any province of Canada subsequent to the date of this short form prospectus and prior to the expiry of this prospectus, or the completion of the issuance of securities pursuant hereto, will be deemed to be incorporated by reference into this prospectus.

        Any template version of any "marketing materials" (as such term is defined in NI 44-101) filed after the date of a prospectus supplement and before the termination of the distribution of the securities offered pursuant to such prospectus supplement (together with this prospectus) is deemed to be incorporated by reference in such prospectus supplement.

        In addition, to the extent that any document or information incorporated by reference into this prospectus is filed with, or furnished to, the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus, such document or information will be deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part (in the case of a report on Form 6-K, if and to the extent expressly provided therein).

        A prospectus supplement containing the specific terms of any offering of our securities will be delivered to purchasers of our securities together with this prospectus and will be deemed to be incorporated by reference in this prospectus as of the date of the prospectus supplement and only for the purposes of the offering of our securities to which that prospectus supplement pertains.

        Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        Upon our filing a new annual information form and the related annual financial statements and management's discussion and analysis, or a new annual report on Form 20-F, as applicable, with applicable securities regulatory authorities during the currency of this prospectus, the previous annual information form, the previous annual financial statements and management's discussion and analysis, or previous annual report on Form 20-F, as applicable, and all quarterly financial statements, supplemental information, material change reports and information circulars filed prior to the commencement of our financial year in which the new annual

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information form or annual report on Form 20-F, as applicable, is filed will be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of our securities under this prospectus. Upon interim consolidated financial statements and the accompanying management's discussion and analysis being filed by us with the applicable securities regulatory authorities during the duration of this prospectus, all interim consolidated financial statements and the accompanying management's discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this prospectus for purposes of future offers and sales of securities under this prospectus.

        References to our website in any documents that are incorporated by reference into this prospectus do not incorporate by reference the information on such website into this prospectus, and we disclaim any such incorporation by reference.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

        The following documents have been or will be filed with the SEC as part of the registration statement of which this prospectus forms a part: (i) the documents listed under the heading "Documents Incorporated by Reference"; (ii) powers of attorney from our directors and officers; (iii) the consent of Grant Thornton LLP; and (iv) the form of indenture relating to the debt securities that may be issued under this prospectus.