NASDAQ, TSX: NVCN
VANCOUVER, May 16, 2019 /CNW/ - Neovasc Inc. ("Neovasc" or
the "Company") (NASDAQ:NVCN)(TSX:NVCN) announced today that it has
closed its previously announced private placement (the "Private
Placement") of (i) a 15% original issue discount convertible
debenture (the "Debenture") with a face value of US$11.5 million, for gross proceeds to the
Company of US$9,775,000, and (ii)
3,349,514 common shares of the Company (the "Common Shares") at a
price of US$0.515 per Common Share,
for gross proceeds to the Company of US$1,725,000 (collectively, the "Offering").
Neovasc intends to use the net proceeds from the Offering for
the development and commercialization of the Neovasc
ReducerTM (the "Reducer"), development of the
TiaraTM (the "Tiara") and general corporate and working
capital purposes.
The Company relied upon the exemption set forth in Section 602.1
of the TSX Company Manual, 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.
After the issuance of the 3,349,514 Common Shares as part of the
Offering, the Company has 70,825,398 Common Shares issued and
outstanding. The following securities are convertible into Common
Shares: 9,328,494 stock options with a weighted average exercise
price of US$2.90, 1,444,444 broker
warrants with an exercise price of US$0.5625, US $11,500,000 Debenture, which could convert into a
maximum of 15,333,333 shares and US $8,890,000 principal amount of senior secured
convertible notes (the "Notes") issued pursuant to the November 2017 private placement (the "2017
Financing"), which Notes could convert into 19,755,556 Common
Shares (not taking into account the alternate conversion price
or anti-dilution mechanisms). Our fully diluted share capital as of
the same date is 116,687,225. Our fully diluted share capital,
adjusted on the assumption that all of the outstanding Notes are
converted using the alternate conversion price at the closing price
on May 16, 2019, is 118,189,441.
This news release does 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.
The securities have not been and will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from registration
requirements.
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 intended use of proceeds
of the Offering, the development and commercialization of the
Reducer, the development of the Tiara, our fully diluted share
capital 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 Notes
issued pursuant to the 2017 Financing, 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 Notes issued
pursuant to the 2017 Financing, 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 conversion of Notes issued pursuant
to the 2017 Financing, 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 conclusion that it
did not have effective internal control over financial reporting as
at December 31, 2018; 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 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 Management's Discussion and
Analysis for the three months ended March
31, 2019 (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.