NASDAQ, TSX: NVCN
VANCOUVER, June 28, 2019 /CNW/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ: NVCN)(TSX:
NVCN), a leader in the development of minimally invasive
transcatheter mitral valve replacement technologies and in the
development of minimally invasive devices for the treatment of
refractory angina, announced today that the Company has filed
articles of amendment, effective today, to effect the previously
announced share consolidation (reverse stock split) (the
"Consolidation") of its issued and outstanding common shares
(the "Common Shares") on the basis of one (1)
post-Consolidation Common Share for every ten (10)
pre-Consolidation Common Shares. The Consolidation will reduce the
number of Common Shares issued and outstanding from approximately
74,811,888 Common Shares to approximately 7,481,157 Common Shares.
The Common Shares are expected to commence trading on the Toronto
Stock Exchange (the "TSX") and on the Nasdaq Capital Market
on a post-Consolidation basis on or about the opening of trading on
July 2, 2019.
The Company's transfer agent, Computershare Investor Services
Inc., is anticipated to send a letter of transmittal on
July 2, 2019 to the registered
holders of Common Shares. The letter of transmittal will contain
instructions on how to surrender Common Share certificate(s)
representing pre-Consolidation Common Shares to the transfer agent.
Shareholders may also obtain a copy of the letter of transmittal by
accessing the Company's SEDAR profile at www.sedar.com or the
Company's EDGAR profile at www.sec.gov. Until surrendered, each
certificate representing pre-Consolidation Common Shares will be
deemed for all purposes to represent the number of Common Shares to
which the holder thereof is entitled as a result of the
Consolidation. If shareholders hold their Common Shares through an
intermediary and they have questions in this regard, they are
encouraged to contact their intermediaries.
The Company's new CUSIP number is 64065J304 and its new ISIN
number is CA64065J3047.
For additional information regarding the Consolidation, please
refer to the Company's Notice of Annual General and Special Meeting
of Shareholders and Management Information Circular dated
May 2, 2019, which are available on
SEDAR at www.sedar.com or EDGAR at www.sec.gov.
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™ (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.
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, expectations
relating to the Company's opening of trading on the TSX and Nasdaq
Capital Market on a post-Consolidation basis. 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 senior secured
convertible notes (the"Notes") issued pursuant to the November 2017 private placement (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.