NASDAQ, TSX: NVCN
VANCOUVER, March 12, 2019 /PRNewswire/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ: NVCN / TSX: NVCN) announced
today that it has commenced a proposed underwritten public offering
(the "Offering") of common shares of the Company (the "Common
Shares").
H.C. Wainwright & Co. (the "Underwriter") is acting as sole
book-running manager for the Offering.
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 will be offered pursuant to a shelf
registration statement (including a prospectus) previously filed
with and declared effective by the Securities and Exchange
Commission (the "SEC") on July 12,
2018 and will be qualified for distribution in each of
the provinces of British Columbia,
Alberta, Saskatchewan, Manitoba and Ontario by way of a final prospectus
supplement to the Company's base shelf prospectus dated
July 12, 2018. The Underwriter will
only offer and sell the Common Shares in the United States either directly or through
duly registered U.S. broker dealers. No Common Shares will be
offered or sold to Canadian purchasers. The pricing the Common
Shares will be determined in the course of marketing, and there can
be no assurance as to whether or when the Offering will be
completed, or as to the actual size or terms of the Offering.
A preliminary 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. Copies of the preliminary
prospectus supplement and the accompanying prospectus relating to
the Offering may also be obtained, when filed, from H.C. Wainwright
& Co. LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, or by calling (646)
975-6996 or by emailing placements@hcwco.com.
Closing of the Offering will be subject to customary closing
conditions, including listing of the common shares on the Toronto
Stock Exchange (the "TSX") and the Nasdaq Capital Market (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.
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, including the intended use
of proceeds of the Offering, the filing of a final prospectus
supplement 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 warrants (the "Warrants") and
senior secured convertible notes (the "Notes") issued pursuant to
the November 2017 underwritten public
offering and concurrent private placement (together, the "2017
Financings"), resulting in significant dilution to the Company's
shareholders; risks relating to the Company's need for significant
additional future capital and the Company's ability to raise
additional funding; risks relating to cashless exercise and
adjustment provisions in the Warrants and Notes issued pursuant to
the 2017 Financings, which could make it more difficult and
expensive for the Company 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 the common
shares of the Company may be delisted from the Nasdaq or the TSX,
which could affect their market price and liquidity; 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 claims by third
parties alleging infringement of their intellectual property
rights; 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; 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 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 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 the
Company's ability to successfully enter into fundamental
transactions as defined in the Series C warrants issued pursuant to
the 2017 Financings; 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; and
risks relating to conflicts of interests among the Company's
officers and directors as a result of their involvement with other
issuers. 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 Amended and
Restated Management's Discussion and Analysis for the quarter ended
September 30, 2018 (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.
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SOURCE Neovasc Inc.