NASDAQ, TSX: NVCN
VANCOUVER, March 12, 2019 /PRNewswire/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ: NVCN) (TSX: NVCN) announced
today that it has entered into exchange agreements ("Exchange
Agreements") with the holders ("Holders") of all of its outstanding
Series A common share purchase warrants and Series E common share
purchase warrants (collectively, the "Warrants") issued pursuant to
the Company's November 2017
underwritten public offering and concurrent private placement (the
"2017 Financings"), respectively. Pursuant to the Exchange
Agreements, the Company will issue an aggregate of approximately
496,237 common shares of the Company ("Common Shares") for the
surrender and cancellation of all of the 58,381,846 Warrants
outstanding (the "Exchange") on the basis of 0.0085 of a Common
Share for each Warrant. Upon completion of the Exchange, the
Company will no longer have any warrants outstanding from the 2017
Financings.
Fred Colen, CEO of Neovasc,
commented, "We are delighted to be able to continue our stepwise
approach to clearing the remaining elements of the 2017
financings."
The Company is relying upon the exemption set forth in Section
602.1 of the TSX Company Manual for the issuance of Common Shares
under the Exchange, which provides that the Toronto Stock Exchange
will not apply its standards to certain transactions involving
eligible interlisted issuers on a recognized exchange, such as the
Nasdaq Capital Market.
The Exchange is expected to be completed on or about the week of
March 18, 2019, subject to
satisfaction of customary closing conditions.
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 Neovasc Reducer™ (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
timing, completion and effects of the Exchange, the Company's
ability to continue to clear the remaining effects of the 2017
Financings and the rapidly 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 and senior secured convertible notes (the "Notes") issued
pursuant to 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 Capital
Market or the Toronto Stock Exchange, 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 Notes; 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.