NASDAQ, TSX: NVCN
VANCOUVER, Feb. 25, 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 have been filed with the SEC and are
available for free on the SEC's website at www.sec.gov and
are also 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 be obtained 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.