Filed Pursuant to Rule 424(b)(3)
Registration No. 333-230541
PROSPECTUS
Corindus
Vascular Robotics, Inc.
14,384,840 Shares of Common Stock
This prospectus relates to the offering and resale by the selling
stockholders identified herein, including their pledgees, donees, transferees, assigns or other successors-in-interest, of up to
14,384,840 shares of common stock of Corindus Vascular Robotics, Inc., par value $0.0001 per share. All of the shares being offered
are presently issued and outstanding. These shares were sold to accredited investors in private placement offerings that closed
on February 26, 2019 and March 12, 2019.
The selling stockholders may sell, transfer or otherwise dispose
of any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded
or in private transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time
of the sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated
prices. See the disclosure under the heading “Plan of Distribution” beginning on page 12 of this prospectus for more
information about how the selling stockholders may sell or otherwise dispose of their shares of common stock hereunder.
We are registering these shares on behalf of the selling stockholders,
to be offered and sold by them from time to time. We will not receive any proceeds from the sale of our common stock by the selling
stockholders in the offering described in this prospectus. The selling stockholders may sell any, all or none of the securities
offered by this prospectus and we do not know when or in what amount the selling stockholders may sell their shares of common stock
hereunder following the effective date of this registration statement.
Our common stock is listed on NYSE American under the symbol
“CVRS”. On May 6, 2019, the last reported sale price for our common stock was $2.17 per share.
Investing in our common stock involves a high degree of risk.
Before making any investment in our common stock, you should read and carefully consider the risks described in this prospectus
under “Risk Factors” beginning on page 6 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May
8 , 2019
TABLE OF CONTENTS
Page No.
About This Prospectus
You should rely only on the information that we have provided
or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that
we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson
or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable
prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. This prospectus is an
offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable
prospectus supplement or any related free writing prospectus, or any sale of a security registered under the registration statement
of which this prospectus is a part.
This prospectus does not contain all of the information included
in the registration statement. For a more complete understanding of the offering of the common stock, you should refer to the registration
statement, including the exhibits. This prospectus contains summaries of certain provisions contained in some of the documents
described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in
their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will
be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies
of those documents as described below under the heading “Where You Can Find Additional Information.” We further note
that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that
is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement,
including in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be
a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of
the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing
the current state of our affairs.
As used in this prospectus, unless the context indicates or
otherwise requires, “Corindus,” “the Company,” “we,” “us,” “our” and
similar terms refer to Corindus Vascular Robotics, Inc. and our subsidiaries.
We have registered trademarks for Corindus
®
,
CorPath
®
and technIQ™. All other trademarks, trade names and service marks included in this prospectus are
the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not
intended to and does not imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owner.
PROSPECTUS SUMMARY
The following is a summary of what we believe to be the most
important aspects of our business and the offering of our common stock under this prospectus. This summary does not contain all
of the information that should be considered before investing in our common stock. Investors should read the entire prospectus
carefully, including the risks related to our business and purchasing our common stock discussed under “Risk Factors”
beginning on page 6 of this prospectus, “Special Notes Regarding Forward Looking Statements” and our financial statements
and the notes to those financial statements incorporated by reference in this prospectus.
Overview
We design, manufacture and
sell precision vascular robotic-assisted systems for use in interventional vascular procedures (the
“CorPath
®
System”). The CorPath System is the first medical device cleared by the U.S. Food and
Drug Administration (“FDA”) to bring robotic-assisted precision to coronary and peripheral interventional
procedures. During these procedures, the interventional physician sits at a radiation-shielded Interventional Cockpit to
advance interventional devices with millimeter-by-millimeter precision. The Interventional Cockpit allows the physician
greater control and the freedom from wearing heavy lead protective equipment that can cause musculoskeletal injuries. The
CorPath System brings robotic precision to radial and complex interventional procedures to help optimize clinical outcomes
and minimize the costs associated with complications of improper stent placement with manual procedures. In October 2016, we
received 510(k) clearance from the FDA for our CorPath GRX System, the second generation of the CorPath System. We began
commercial shipment of the CorPath GRX System in 2017. In February 2018, we received 510(k) clearance from the FDA for use of
our CorPath GRX System in peripheral vascular interventions. CorPath GRX builds upon the CorPath 200 platform, adding a
significant number of key upgrades that increase precision, improve workflow, and extend the capabilities and range of the
procedures that can be performed robotically. These features include active guide management which enables control of the
guide catheter along with robotic control of the guidewire and balloon or stent catheter, and Rotate on Retract, the first
automated movement for CorPath, for which we received 510(k) clearance from the FDA in March 2018, which has the potential to
reduce wiring time by automating wire rotation during navigation. This precise positioning enables physicians to adjust guide
catheter position during procedures and may expand the use of the CorPath System to more complex cases. While the CorPath GRX
System has been cleared for use in and we are currently targeting percutaneous coronary intervention procedures and
peripheral vascular interventions, we believe our technology platform has the capability to be developed in the future for
other segments of the vascular intervention market, including neurointerventional procedures and other more complex cardiac
interventions such as structural heart procedures. We are also working on a remote telerobotic interventional platform that
we believe will be able to deliver highly specialized and timely care to underserved patient populations with geographic
barriers to treatment. As of March 31, 2019, we have installed 61 CorPath GRX Systems. Additionally, as of March 31, 2019, we
shipped 14 CorPath GRX Systems that were accepted by distributors. During the three months ended March 31, 2019, the majority
of our consumable revenues relate to the sale of CorPath GRX System cassettes and accessories.
Our Corporate History
Our Company was incorporated under the laws of the State of
Nevada on May 4, 2011 under the name “Your Internet Defender Inc.” On August 12, 2014, we closed (the “Closing”)
a reverse acquisition transaction in which we acquired Corindus, Inc. and Corindus Security Corporation as wholly owned subsidiaries.
Immediately following the Closing, the business of Corindus, Inc. became our sole focus. We subsequently changed our name to Corindus
Vascular Robotics, Inc. Effective June 28, 2016, our Company changed its state of incorporation from the State of Nevada to the
State of Delaware and increased our authorized capital stock to 260,000,000 shares (250,000,000 shares of common stock, $0.0001
par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share). We subsequently amended our certificate
of incorporation, effective May 31, 2018, to increase our authorized capital stock to 360,000,000 shares (350,000,000 shares of
common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share).
Our common stock is listed on NYSE American, where it commenced
trading on May 29, 2015, under the symbol “CVRS.” Our Company’s common stock was previously traded on the OTCQB
as provided by OTC Markets Group, Inc. under the symbol “CVRS.”
Risks Associated with Our Business
Our business and ability to execute our business strategy are
subject to a number of risks that you should be aware of before you decide to buy our common stock, which are discussed more fully
in the section entitled “Risk Factors” beginning on page 6 of this prospectus.
Corporate Information
Our corporate headquarters are located at 309 Waverley Oaks
Road, Suite 105, Waltham, Massachusetts 02452 and our telephone number is (508) 653-3335. We maintain a website at www.corindus.com,
to which we regularly post copies of our press releases as well as additional information about us. The information contained on,
or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus
solely as an inactive textual reference.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge through the investor relations page of our
internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Additional Information
For additional information related to our business and operations,
please refer to the reports incorporated herein by reference, including our Annual Report on Form 10-K for the year ended December
31, 2018 as described under the caption “Information Incorporated by Reference” on page 14 of this prospectus. For
a description of certain risks related to our business, see the disclosure under the heading “Risk Factors” beginning
on page 6 of this prospectus.
THE OFFERING
This prospectus relates to the resale from time to time by the
selling stockholders identified herein of up to 14,384,840 shares of our common stock. We are not offering any shares for sale
under the registration statement of which this prospectus is a part.
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Common stock offered by the selling stockholders
hereunder:
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We are registering 14,384,840 shares of common stock to be offered by the selling stockholders, which includes (i) 10,872,716 shares that were issued in a private placement offering that closed on February 26, 2019 and (ii) 3,512,124 shares that were issued in a private placement offering that closed on March 12, 2019.
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Use of Proceeds:
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We will not receive any proceeds from the sale of our common stock offered by the selling stockholders under this prospectus.
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Offering Price:
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The selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.
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Risk Factors:
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Investing in our securities involves a high degree of risk and purchasers may lose their entire investment. See the disclosure under the heading “Risk Factors” beginning on page 6 of this prospectus.
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NYSE American Trading Symbol:
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CVRS
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RISK FACTORS
Investing in our common stock involves a high degree of risk.
You should carefully consider the risks and uncertainties and all other information, documents or reports included or incorporated
by reference in this prospectus and, if applicable, any prospectus supplement or other offering materials, including the risks
and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K, filed with the SEC,
which are incorporated by reference, in this prospectus, and any updates to those risk factors included from time to time in our
periodic and current reports filed with the SEC and incorporated by reference in this prospectus, before making any decision to
invest in shares of our common stock. If any of the events discussed in these risk factors occurs, our business, prospects, results
of operations, financial condition and cash flows could be materially harmed. If that were to happen, the trading price of our
common stock could decline, and you could lose all or part of your investment. Additional risks not currently known to us or other
factors not perceived by us to present significant risks to our business at this time also may impair our business operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents incorporated by reference
in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended, including statements regarding:
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our ability to successfully commercialize our CorPath System;
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our ability to expand our technology beyond percutaneous coronary intervention and percutaneous vascular intervention procedures
and sell our products to other vascular markets in the future, including neurointerventional and other more complex cardiac interventions;
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our ability to expand our technology platform and achieve the advances necessary for telestenting and remote procedures, including
in humans;
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our ability to obtain necessary regulatory approvals for the use on humans and marketing of our products in the United States
and in other countries, including for stroke and other neurovascular interventions;
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factors relating to engineering, regulatory, manufacturing, sales and customer service challenges;
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potential safety and regulatory issues that could slow or suspend our sales;
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our need for substantial additional funds in order to continue our operations and the uncertainty of whether we will be able
to obtain the funding we need;
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our future financial performance;
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our ability to manage expenses and cash flow;
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our ability to expand our direct sales force or retain or hire key management personnel;
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our ability to protect and enforce the intellectual property rights that are valuable to our business, including patent and
other intellectual property rights;
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our dependence on limited or single source suppliers and vendors for components and services used in the manufacture of our
products;
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our ability to successfully market and sell our products in the United States and in international markets, including risks
associated with market acceptance, including pricing and reimbursement, and the rate of adoption of our CorPath System and the
rate of use of our cassettes;
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the ability of institutions or physicians to obtain coverage and reimbursement from third-party payors for procedures using
our products;
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the effect of credit, financial and economic conditions on capital spending by our potential customers;
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the risk to us of product liability and negligence claims relating to the use of our products or product recalls of our products;
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competition in our industry; and
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regulatory developments in the United States and foreign countries.
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Such statements in connection with any discussion of future
operations or financial performance are identified by the use of words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “plan,” “project,”
“target,” “potential,” “shall,” “will,” “would,” “could,”
“should,” “continue,” and similar expressions. You also can identify them by the fact that they do
not relate strictly to historical or current facts. There are a number of important risks and uncertainties that could cause our
actual results to differ materially from the results discussed in the forward-looking statements.
We may not actually achieve the plans, intentions or expectations
disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual
results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements
we make. We have included important cautionary statements in this prospectus or in the documents incorporated by reference in this
prospectus, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ
materially from the forward-looking statements that we make. For a summary of such factors, please refer to the section entitled
“Risk Factors” in this prospectus, as updated and supplemented by the discussion of risks and uncertainties under “Risk
Factors” contained in our most recent annual report on Form 10-K, as revised or supplemented by our subsequent quarterly
reports on Form 10-Q or our current reports on Form 8-K, as well as any amendments thereto, as filed with the SEC and which
are incorporated herein by reference. The information contained in this document is believed to be current as of the date of this
document. We do not undertake any obligation or intend to update any of the forward-looking statements after the date of this document
to conform these statements to actual results or to changes in our expectations, except as required by law.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares
offered pursuant to this prospectus. The selling stockholders will receive all of the proceeds from the sale of the shares of common
stock offered by this prospectus. For information about the selling stockholders, see “Selling Stockholders” beginning
on page 9 of this prospectus. The selling stockholders will pay any underwriting discounts and commissions and expenses incurred
by the selling stockholders for brokerage or legal services or any other expenses incurred by the selling stockholders in disposing
of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by
this prospectus, including all registration and filing fees and fees and expenses of our counsel and accountants.
SELLING STOCKHOLDERS
This prospectus covers the resale from time to time by the selling
stockholders identified in the table below, including their pledgees, donees, transferees, assigns or other successors in interest,
of up to an aggregate of 14,384,840 shares of our common stock. Notwithstanding the foregoing, the selling stockholders make no
representations that the shares will be offered for sale. We are registering the offer and sale of these shares to satisfy registration
rights we have granted to the selling stockholders.
Of the 14,384,840 shares of common stock being registered, 10,872,716
shares were issued in a private placement offering that closed on February 26, 2019 (the “2019 Private Placement”)
and 3,512,124 shares were issued in a second closing of the 2019 Private Placement on March 12, 2019. The shares sold in the 2019
Private Placement are subject to a contractual six month lock-up. Pursuant to the registration rights agreements that we entered
into with the selling stockholders in connection with the 2019 Private Placement, or the Registration Rights Agreements, we have
filed with the SEC the registration statement of which this prospectus forms a part in order to register such resales of our common
stock under the Securities Act. We have also agreed to cause this registration statement to become effective and to keep such registration
statement effective within and for the time periods set forth in the Registration Rights Agreements. Our failure to satisfy the
filing or effectiveness deadlines set forth in the Registration Rights Agreements may subject us to payment of certain monetary
penalties pursuant to the terms of the Registration Rights Agreements.
The selling stockholders identified in the table below may from
time to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares
of Common Stock Being Offered in this Offering” in the table below. The table below has been prepared based upon information
furnished to us by the selling stockholders as of the dates represented in the footnotes accompanying the table. The selling stockholders
identified below may have sold, transferred or otherwise disposed of some or all of their shares since the date on which the information
in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities
Act. Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement
this prospectus accordingly and as required.
The following table and footnote disclosure following the table
sets forth the name of each selling stockholder, the nature of any position, office or other material relationship, if any, that
the selling stockholder has had within the past three years with us or with any of our predecessors or affiliates, and the number
of shares of our common stock beneficially owned by the selling stockholder before this offering. The number of shares reflected
are those beneficially owned, as determined under applicable rules of the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under applicable SEC rules, beneficial ownership includes any shares of common stock
as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the
right to acquire within 60 days after March 12, 2019 through the exercise of any option, warrant or right or through the conversion
of any convertible security.
Unless otherwise indicated in the footnotes to the table below and
subject to community property laws where applicable, we believe, based on information furnished to us that each of the selling
stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.
The shares sold in the 2019 Private Placement are subject to a contractual
six month lock-up. Despite the lock-up, we have assumed for purposes of the tabular presentation below that all shares of common
stock reflected in the table as being offered in the offering covered by this prospectus will at some unknown point in the future
be sold from time to time in this offering. We cannot provide an estimate as to the number of shares of common stock that will
be held by the selling stockholders upon termination of the offering covered by this prospectus because the selling stockholders
may offer some, all or none of their shares of common stock being offered in the offering.
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Shares
of Common Stock
Beneficially Owned Before this Offering
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Number
of
Shares of Common Stock Being Offered
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Shares
of Common Stock Beneficially To Be Owned Upon Completion of this Offering (3)
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Selling
Stockholder (1)
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Number
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Percentage
(2)
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Offered
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Number
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Percentage
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HEC Master Fund LP (4)
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31,168,865
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13.97
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%
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2,899,391
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28,269,474
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12.67
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%
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SMALLCAP World Fund, Inc. (5)
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10,872,716
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5.27
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%
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10,872,716
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—
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*
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BioStar Ventures
III-XF, L.P. (6)
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9,385,554
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4.52
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%
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573,798
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8,811,756
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4.25
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%
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Richard
M. Kovacevich (7)
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666,095
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*
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38,935
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627,160
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*
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*
Less than 1%.
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(1)
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All information as of March 12, 2019. The shares
sold in the 2019 Private Placement are subject to a contractual six month lock-up. Despite the lock-up, we have
assumed for purposes of the tabular presentation above that all shares of common stock reflected in the table as being offered
in the offering covered by this prospectus will at some unknown point in the future be sold from time to time in this offering.
We cannot provide an estimate as to the number of shares of common stock that will be held by the selling stockholders upon
termination of the offering covered by this prospectus because the selling stockholders may offer some, all or none of their
shares of common stock being offered in the offering.
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(2)
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Based on a denominator equal to the sum of (a)
206,212,607 shares of our common stock outstanding on March 12, 2019, and (b) the number of shares of common stock issuable
upon exercise or conversion of convertible securities that are currently exercisable or convertible or are exercisable or
convertible within 60 days of March 12, 2019 beneficially owned by the applicable selling stockholder.
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(3)
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Assumes that all shares of common stock being
registered under the registration statement of which this prospectus forms a part are sold in this offering, and that none
of the selling stockholders acquire additional shares of our common stock after the date of this prospectus and prior to completion
of this offering.
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(4)
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Consists of 14,235,545 shares of common stock,
of which 2,899,391 were issued to the selling stockholder on March 12, 2019 in the additional closing of the Company’s
2019 Private Placement, 10,800,000 shares of common stock issuable upon conversion of Series A Preferred Stock, 1,408,320
shares of common stock issuable upon the conversion of Series A-1 Preferred Stock, including shares of common stock issuable
upon the conversion of Series A-1 Preferred Stock to be issued as dividends on the Series A Preferred Stock within 60 days
of March 12, 2019, and 4,725,000 shares issuable upon the exercise of a warrant to purchase common stock held of record by
the selling stockholder for which Hudson Executive Capital LP (“Hudson Executive”) serves as investment adviser.
HEC Management GP LLC (“Management GP”) is the general partner of Hudson Executive. Douglas Braunstein is Managing
Partner of Hudson Executive and Managing Member of Management GP. Mr. Braunstein has been a member of the Company’s
Board of Directors since March 16, 2018. As a result of the relationships described herein, each of Hudson Executive, Management
GP and Mr. Braunstein share voting and dispositive power over such shares and may be deemed to be the beneficial owner of
such shares. Each of Hudson Executive, Management GP and Mr. Braunstein disclaims beneficial ownership of such shares, except
to the extent of any pecuniary interest therein. Does not include shares of common stock held by Mr. Braunstein directly.
The percentage beneficially owned is based on 223,145,927 shares, which would be outstanding if the selling stockholder’s
Series A Preferred Stock and Series A-1 Preferred Stock were converted into common stock within 60 days of March 12, 2019
and its warrant to purchase to common stock was exercised within 60 days of March 12, 2019. The business address of Hudson
Executive, Management GP, and Mr. Braunstein is 570 Lexington Avenue, 35th Floor, New York, New York 10022. The selling stockholder
owns approximately 54% of our preferred stock.
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(5)
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Consists of 10,872,716 shares of common stock
held of record by SMALLCAP World Fund, Inc. Julian N. Abdey, Noriko H. Chen, Peter Eliot, Brady L. Enright, Bradford F. Freer,
Roz Hongsaranagon, Claudia P. Huntington, Jonathan Knowles, Harold H. La, Aidan O’Connell, Andraz Razen, Gregory W.
Wendt and Dylan Yolles, as portfolio managers, have voting and investment power over the securities held by SMALLCAP World
Fund, Inc. The address of SMALLCAP World Fund, Inc. is 333 S. Hope St., 53rd Floor, Los Angeles, California 90071.
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(6)
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Consists
of 8,131,234 shares of common stock, of which 573,798 were issued to the selling stockholder on March 12, 2019 in the additional
closing of the Company’s 2019 Private Placement, 7,557,436 shares of common stock held by the selling stockholder’s
affiliate, BioStar Ventures III, L.P. (“BioStar”), 800,000 shares of common stock issuable upon conversion of
Series A Preferred Stock held by BioStar, 104,320 shares of common stock issuable upon conversion of Series A-1 Preferred
Stock held by BioStar, including shares of common stock issuable upon the conversion of Series A-1 Preferred Stock to be issued
as dividends on the Series A Preferred Stock within 60 days of March 12, 2019, and 350,000 shares of common stock issuable
upon the exercise of a warrant to purchase common held by BioStar. Louis A. Cannon, M.D. is the founder and Senior Managing
Director of the selling stockholder and BioStar and, as such, has the power to vote and dispose of the securities held of
record by the selling stockholder. Dr. Cannon has been a member of the Company’s Board of Directors since March 6, 2017.
Does not include shares of common stock held by Dr. Cannon directly. The percentage beneficially owned is based on 207,466,927
shares of common stock which would be outstanding if the Series A Preferred Stock and Series A-1 Preferred Stock held by BioStar
were converted within 60 days of March 12, 2019 and the warrant to purchase common stock held by BioStar was exercised within
60 days of March 12, 2019. BioStar owns approximately 4% of our preferred stock. Dr. Cannon disclaims any beneficial ownership
of the securities held by the selling stockholder and BioStar except to the extent of any pecuniary interest therein.
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(7)
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Consists
of 38,935 shares of common stock issued to the selling stockholder on March 12, 2019 in the additional closing of the Company’s
2019 Private Placement, 400,000 shares of common stock issuable upon the conversion of shares of Series A Preferred Stock,
52,160 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, including shares of common stock issuable
upon the conversion of Series A-1 Preferred Stock to be issued as dividends on the Series A Preferred Stock within 60 days
of March 12, 2019, and 175,000 shares of common stock issuable upon the exercise of a warrant to purchase common stock. The
percentage beneficially owned is based on 206,839,767 shares of common stock which would be outstanding if the selling stockholder’s
Series A Preferred Stock and Series A-1 Preferred Stock were converted within 60 days of March 12, 2019 and its warrant to
purchase common stock was exercised within 60 days of March 12, 2019. The selling stockholder owns approximately 2% of our
preferred stock.
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PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees,
transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all
of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which
the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the
time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated
prices. The selling stockholders may use one or more of the following methods when disposing of the shares or interests therein:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
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through brokers, dealers or underwriters that may act solely as agents;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration
statement of which this prospectus is a part, whether through an options exchange or otherwise;
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broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
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one or more underwritten offerings on a firm commitment or best efforts basis;
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a combination of any such methods of disposition; and
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any other method permitted pursuant to applicable law.
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The selling stockholders may also sell shares under Rule 144
under the Securities Act of 1933, as amended, or the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange
for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders
(or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling
stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The selling stockholders may from time to time pledge or grant
a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus,
or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders
under this prospectus.
Upon being notified in writing by a selling stockholder that
any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of such selling stockholder
and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock
were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus,
and (vi) other facts material to the transaction. In addition, upon being notified in writing by the selling stockholder that a
donee or pledge intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required
in accordance with applicable securities law.
The selling stockholders also may transfer the shares of common
stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
In connection with the sale of the shares of common stock or
interests in shares of common stock, the selling stockholders may enter into hedging transactions after the effective date of the
registration statement of which this prospectus is a part with broker-dealers or other financial institutions, which may in turn
engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also
sell shares of common stock short after the effective date of the registration statement of which this prospectus is a part and
deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn
may sell these securities. The selling stockholders may also enter into option or other transactions after the effective date of
the registration statement of which this prospectus is a part with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The selling stockholders and any broker-dealers or agents that
are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
We have advised the selling stockholders that they are required
to comply with Regulation M promulgated under the Securities Exchange Act during such time as it may be engaged in a distribution
of the shares. The foregoing may affect the marketability of the common stock.
The aggregate proceeds to the selling stockholders from the
sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any.
The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or
in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from
this offering.
We are required to pay all fees and expenses incident to the
registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act or otherwise.
We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the earlier of (a) such time as all of the shares covered
by this prospectus have been disposed of pursuant to and in accordance with the registration statement, (b) the date on which the
shares of common stock covered by this prospectus may be sold by non-affiliates without any volume or manner of sale restrictions
or current public information pursuant to Rule 144 of the Securities Act, or (c) the date that is three years following the applicable
closing date of the 2019 Private Placement.
LEGAL MATTERS
The validity of the common stock being offered by this prospectus
is being passed upon by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
EXPERTS
The consolidated financial statements of Corindus Vascular
Robotics, Inc. appearing in Corindus Vascular Robotics, Inc.’s Annual Report (Form 10-K) for the year ended
December 31, 2018, and the effectiveness of Corindus Vascular Robotics, Inc.’s internal control over financial
reporting as of December 31, 2018, have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein
by reference in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the
effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents
filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other information with the
SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities
at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying
a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference
facilities. SEC filings are also available at the SEC’s web site at http://www.sec.gov.
This prospectus is only part of a registration statement on
Form S-3 that we have filed with the SEC under the Securities Act and therefore omits certain information contained in the registration
statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and
you should refer to the applicable exhibit or schedule for a complete description of any statement referring to any contract or
other document. You may inspect a copy of the registration statement, including the exhibits and schedules, without charge, at
the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.
We also maintain a website at www.corindus.com, through which
you can access our SEC filings. The information set forth on our website is not part of this prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference into this prospectus
much of the information we file with the SEC, which means that we can disclose important information to you by referring you to
those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part
of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated
and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means
that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus
or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference
the documents listed below (File No. 001-37406) and any future filings we make with the SEC under Sections 13(a), 14 or 15(d) of
the Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) between the
date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness
of the registration statement until the offering of securities under the registration statement is terminated or completed:
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(1)
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 that we filed with the SEC on March 18, 2019;
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(2)
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Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 that we filed with the SEC on May 8, 2019;
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(3)
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Our Current Reports on Form 8-K filed on February 27, 2019, March 15, 2019, and March 26, 2019; and
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(4)
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The description of our common stock contained in our Registration Statement on Form 8-A filed on May 27, 2015, including any
amendment or report filed for the purpose of updating such description.
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Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is
deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statements so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a copy of this prospectus or any or all documents
incorporated or deemed to be incorporated by reference into this prospectus, orally or in writing, which will be provided to you
at no cost, by contacting:
Corindus Vascular Robotics, Inc.
David Long, Chief Financial Officer
309 Waverley Oaks Road, Suite 105
Waltham, MA 02452
CORINDUS VASCULAR
ROBOTICS, INC.
14,384,840 Shares
of Common Stock
PROSPECTUS
Dated May 8, 2019
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