via NewMediaWire
-- Neovasc Inc.
(“Neovasc” or the “Company”) (Nasdaq: NVCN / TSX: NVCN) announced
today that it has entered into definitive agreements with certain
healthcare-focused institutional investors for the sale of an
aggregate of 36,000,000 common shares at a purchase price of
US$2.00 per common share in a registered direct offering (the
“Offering”) priced at-the-market under the Nasdaq Capital
Market (the "Nasdaq") rules for aggregate gross proceeds to the
Company of approximately US$72 million, before deducting placement
agent’s fees and estimated expenses of the Offering payable by the
Company. The Offering is expected to close on or about
February 12, 2021, subject to customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the Offering.
Each common share is being sold with 0.50 of a
common share purchase warrant (each whole warrant, a “Warrant”).
Each Warrant will entitle the holder to acquire one common share of
the Company (each, a “Warrant Share”) at an exercise price of
US$2.30 per share at any time prior to the date which is five years
following the date of issuance.
Neovasc intends to use the net proceeds from the
Offering for the development and commercialization of the Neovasc
Reducer™ (the "Reducer"), development of the Tiara™ (the "Tiara")
and general corporate and working capital purposes.
The common shares, the Warrants, and the Warrant
Shares are being offered pursuant to a shelf registration statement
(including a prospectus) previously filed with the Securities and
Exchange Commission (the “SEC”) on December 14, 2020 and declared
effective by the SEC on December 16,
2020, and will be
qualified for distribution in each of the provinces of British
Columbia, Alberta, Saskatchewan, Manitoba and Ontario by way
of a prospectus supplement to the Company’s base shelf prospectus
dated August 12, 2020, as amended on December 14, 2020. Neovasc
will offer and sell the securities in the United States only. No
securities will be offered or sold to Canadian
purchasers.
A 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 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.
Closing of the Offering will be subject to
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 the Reducer, for
the treatment of refractory angina, which is not currently
commercially available in the United States and has been
commercially available in Europe since 2015, and the Tiara, for the
transcatheter treatment of mitral valve disease, which is currently
under clinical investigation in the United States, Canada and
Europe. For more information,
visit: www.neovasc.com.
Forward-Looking Statement
Disclaimer
Certain statements in this news release contain
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws that may not be based on historical fact, including
without limitation statements containing the words "believe",
"may", "plan", "will", "estimate", "continue", "anticipate",
"intend", "expect" and similar expressions. Forward-looking
statements may involve, but are not limited to, comments with
respect to the Offering, the intended use of proceeds of the
Offering and the planned reliance on the exemption set forth in
Section 602.1 of the TSX Company Manual and the growing
cardiovascular marketplace. Many factors and assumptions could
cause the Company's actual results, performance or achievements to
differ materially from those expressed or implied by the
forward-looking statements, including, without limitation, the
substantial doubt about the Company's ability to continue as a
going concern; risks relating to the Company's need for significant
additional future capital and the Company's ability to raise
additional funding; risks relating to the sale of a significant
number of common shares of the Company; risks relating to the
possibility that the Company's common shares may be delisted from
the Nasdaq or the Toronto Stock Exchange, including Nasdaq's
discretionary public interest authority to apply more stringent
criteria for continued listing or suspend or delist securities,
which could affect their market price and liquidity; risks related
to the recent coronavirus outbreak or other health epidemics, which
could significantly impact the Company’s operations, sales or
ability to raise capital; risks relating to the Company's Common
Share price being volatile; risks relating to the influence of
significant shareholders of the Company over the Company's business
operations and share price; risks relating to the Company's
significant indebtedness, and its effect on the Company's financial
condition; risks relating to lawsuits that the Company is subject
to, which could divert the Company's resources and result in the
payment of significant damages and other remedies; risks relating
to claims by third parties alleging infringement of their
intellectual property rights; the Company's ability to establish,
maintain and defend intellectual property rights in the Company's
products; risks relating to results from clinical trials of the
Company's products, which may be unfavorable or perceived as
unfavorable; the Company's history of losses and significant
accumulated deficit; risks associated with product liability
claims, insurance and recalls; risks relating to the Company's
conclusion that it did not have effective internal control over
financial reporting as at December 31, 2019; risks relating to use
of the Company's products in unapproved circumstances, which could
expose the Company to liabilities; risks relating to competition in
the medical device industry, including the risk that one or more of
the Company's competitors may develop more effective or more
affordable products; risks relating to the Company's ability to
achieve or maintain expected levels of market acceptance for the
Company's products, as well as the Company's ability to
successfully build its in-house sales capabilities or secure
third-party marketing or distribution partners; the Company's
ability to convince public payors and hospitals to include the
Company's products on their approved products lists; risks relating
to new legislation, new regulatory requirements and the efforts of
governmental and third-party payors to contain or reduce the costs
of healthcare; risks relating to increased regulation, enforcement
and inspections of participants in the medical device industry,
including frequent government investigations into marketing and
other business practices; risks associated with the extensive
regulation of the Company's products and trials by governmental
authorities, as well as the cost and time delays associated
therewith; risks associated with post-market regulation of the
Company's products; health and safety risks associated with the
Company's products and industry; risks associated with the
Company's manufacturing operations, including the regulation of the
Company's manufacturing processes by governmental authorities and
the availability of two critical components of the Reducer; risk of
animal disease associated with the use of the Company's products;
risks relating to the manufacturing capacity of third-party
manufacturers for the Company's products, including risks of supply
interruptions impacting the Company's ability to manufacture its
own products; risks relating to the Company's dependence on limited
products for substantially all of the Company's current revenues;
risks relating to the Company's exposure to adverse movements in
foreign currency exchange rates; risks relating to the possibility
that the Company could lose its foreign private issuer status under
U.S. federal securities laws; risks relating to the possibility
that the Company could be treated as a “passive foreign investment
company”; risks relating to breaches of anti-bribery laws by the
Company's employees or agents; risks associated with future changes
in financial accounting standards and new accounting
pronouncements; risks relating to the Company's dependence upon key
personnel to achieve its business objectives; the Company's ability
to maintain strong relationships with physicians; risks relating to
the sufficiency of the Company's management systems and resources
in periods of significant growth; risks associated with
consolidation in the health care industry, including the downward
pressure on product pricing and the growing need to be selected by
larger customers in order to make sales to their members or
participants; risks relating to the Company's ability to
successfully identify and complete corporate transactions on
favorable terms or achieve anticipated synergies relating to any
acquisitions or alliances; risks relating to conflicts of interests
among the Company's officers and directors as a result of their
involvement with other issuers; risks relating to future issuances
of equity securities by the Company, or sales of the Company’s
common shares or conversions of convertible notes by the Company’s
existing security holders, causing the price of the Company’s
securities to fall; risks relating to there being no market through
which the Company’s securities, other than the common shares, may
be sold; risks associated with the inability to enforce actions
against the Company, certain directors or officers, or the experts
named in the prospectus relating to the Offering under U.S. federal
securities laws; risks relating to the broad discretion in the
Company’s use of proceeds from the Offering; risks related to the
Company’s intention to not pay dividends in the foreseeable future;
and anti-takeover provisions in the Company's constating documents
which could discourage a third party from making a takeover bid
beneficial to the Company's shareholders. These risk factors
and others relating to the Company are discussed in greater detail
in the "Risk Factors" section of the Company's Annual Report on
Form 20-F and in the Management's Discussion and Analysis for the
three and nine months ended September 30, 2020 (copies of which may
be obtained at www.sedar.com or www.sec.gov). The
Company has no intention and undertakes no obligation to update or
revise any forward-looking statements beyond required periodic
filings with securities regulators, whether as a result of new
information, future events or otherwise, except as required by
law.
CONTACT
Chris Clark, Chief Financial Officer
Neovasc Inc.
604-248-4138
cclark@neovasc.com
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