NASDAQ, TSX: NVCN
VANCOUVER, Feb. 26, 2019 /PRNewswire/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ: NVCN / TSX: NVCN) announced today the pricing of its previously announced underwritten
public offering (the "Offering") of 11,111,111 common shares of the Company (the "Common Shares") at a price to the public of
US$0.45 per Common Share, for aggregate gross proceeds to the Company of approximately
US$5 million, before deducting the underwriting commission and estimated Offering expenses payable
by the Company. The Offering is expected to close on or about February 28, 2019, subject to
customary closing conditions.
H.C. Wainwright & Co. (the "Underwriter") is acting as sole book-running manager for the Offering.
After deducting the underwriting discounts, commissions, and other offering expenses payable by Neovasc, the Company expects
to receive net proceeds of approximately US$4.050 million. 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 are being 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 its duly registered U.S. broker
dealer affiliates or agents. No Common Shares will be offered or sold to Canadian purchasers.
A preliminary prospectus supplement and accompanying prospectus relating to the Offering have been filed and a final
prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and are and will be
available for free on the SEC's website at www.sec.gov and
are and will also be available on the Company's profile on the SEDAR website at www.sedar.com. Copies of the final prospectus supplement and the accompanying prospectus relating to the
Offering may be obtained, when available, 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. 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 Offering, the intended use of proceeds of the Offering 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 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 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 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.