Neovasc Announces US$6.1 Million Registered Direct Offering Priced At-the-Market
December 08 2020 - 9:00AM
via NewMediaWire -- Neovasc,
Inc.("Neovasc" or the "Company") (NASDAQ, TSX: NVCN) announced
today that it has entered into definitive agreements with certain
healthcare-focused institutional investors for the sale of an
aggregate of 6,230,803 common shares at a purchase price of
US$0.9801 per common share in a registered direct offering (the
"Offering") priced at-the-market under the Nasdaq Capital Market
(the "Nasdaq") rules. Aggregate gross proceeds to the
Company are approximately US$6.1 million, before deducting
placement agent's fees and estimated expenses of the Offering
payable by the Company. The Offering is expected to close on
or about December 10, 2020, subject to satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the Offering.
Each common share is being sold, in a concurrent
private placement, with one common share purchase warrant (each
whole warrant, a "Warrant"). Each Warrant will entitle the holder
to acquire one common share of the Company (each, a "Warrant
Share") at an exercise price of US$0.856 per share at any time
prior to the date which is five and one half years following the
date of issuance.
Neovasc intends to use the net proceeds from the
Offering for the development and commercialization of the Neovasc
Reducer™ (the "Reducer"), development of the Tiara™ (the "Tiara")
and general corporate and working capital purposes.
The common shares (but not the Warrants or the
Warrant Shares) are being offered pursuant to a “shelf”
registration statement on Form F-3 (File No. 333-245385) previously
filed with the Securities and Exchange Commission (the “SEC”) on
August 13, 2020 and declared effective by the SEC on September 14,
2020. The offering of the shares of common stock is being made only
by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. A
prospectus supplement to the Company’s base shelf prospectus dated
August 12, 2020 qualifying the distribution of the common shares
and Warrants will also be filed with the provincial securities
regulatory authorities in British Columbia, Alberta, Saskatchewan,
Manitoba and Ontario. Neovasc will offer and sell the common shares
in the United States only. No securities will be offered or sold to
Canadian purchasers.
A final prospectus supplement and accompanying
prospectus relating to the Offering will be filed with the SEC and
will be available for free on the SEC's website
at www.sec.gov and will also be available on the
Company's profile on the SEDAR website at www.sedar.com.
Electronic copies of the final prospectus supplement and the
accompanying prospectus relating to the Offering may be obtained,
when available, by contacting H.C. Wainwright & Co., LLC at 430
Park Avenue, 3rd Floor, New York, NY 10022, or by telephone:
(646) 975-6996 or by e-mail: placements@hcwco.com.
The Warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”), and Regulation D promulgated
thereunder and, along with the Warrant Shares, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the Warrants and Warrant Shares may not be offered or
sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Act and such applicable state
securities laws.
Closing of the Offering will be subject to
satisfaction of customary closing conditions, including listing of
the common shares and the Warrant Shares on the Toronto Stock
Exchange (the "TSX") and the Nasdaq and any required approvals of
each exchange. For the purposes of the TSX approval, the Company
intends to rely on the exemption set forth in Section 602.1 of the
TSX Company Manual, which provides that the TSX will not apply its
standards to certain transactions involving eligible interlisted
issuers on a recognized exchange, such as the Nasdaq.
This communication shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Neovasc Inc.
Neovasc is a specialty medical device company that
develops, manufactures and markets products for the rapidly growing
cardiovascular marketplace. Its products include Reducer, for the
treatment of refractory angina, which is not currently commercially
available in the United States and has been commercially available
in Europe since 2015, and Tiara, for the transcatheter treatment of
mitral valve disease, which is currently under clinical
investigation in the United States, Canada, Israel and Europe. For
more information, visit: www.neovasc.com.
InvestorsMike
CavanaughWestwicke/ICR Phone:
+1.646.877.9641Mike.Cavanaugh@westwicke.com
MediaSean LeousWestwicke/ICR Phone:
+1.646.677.1839Sean.Leous@icrinc.com
Forward-Looking Statement Disclaimer
Certain statements in this news release contain
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws that may not be based on historical fact.
When used herein, the words "expect", "anticipate", "estimate",
"may", "will", "should", "intend," "believe", and similar
expressions, are intended to identify forward-looking statements.
Forward-looking statements may involve, but are not limited to,our
ability to satisfy the closing conditions of the offering and the
timing of the closing, the use of proceeds, the expected impact on
Reducer revenue generation during the fourth quarter, the Company's
ability to build on progress and optimizing the value of its
devices, the likelihood of approval under the FDA's decision on the
PMA, the expansion of its product range, prospects for regulatory
approvals and the growing cardiovascular marketplace.
Forward-looking statements are based on estimates and assumptions
made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future
developments, market and other conditions as well as other factors
that the Company believes are appropriate in the circumstances.
Many factors could cause the Company's actual results, performance
or achievements to differ materially from those expressed or
implied by the forward-looking statements, including those
described in the "Risk Factors" section of the Company's Annual
Report on Form 20-F and in the Management's Discussion and Analysis
for the three and nine months ended September 30, 2020 (copies of
which may be obtained
at www.sedar.com or www.sec.gov). These factors
should be considered carefully, and readers should not place undue
reliance on the Company's forward-looking statements. The Company
has no intention and undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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