NASDAQ, TSX: NVCN
VANCOUVER, Nov. 17, 2017 /CNW/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ, TSX: NVCN) is
pleased to announce the closing of its previously announced
underwritten offering of 6,609,588 Series A units (the "Series A
Units") and 19,066,780 Series B units (the "Series B Units" and
together with the Series A Units, the "Units") of the Company, at a
price of US$1.46 per Unit for gross
proceeds of approximately US$37,487,497, before deducting the underwriting
discounts and commissions and other estimated offering expenses
payable by Neovasc (the "Offering").
Concurrent with the Offering, the Company completed a private
placement for the sale of US$32,750,000 aggregate principal amount of
senior secured convertible notes and Series E warrants of the
Company for gross proceeds of US$27,837,500 (the "Concurrent Private
Placement").
Canaccord Genuity Inc. acted as the sole book-running manager
for the Offering and as the sole placement agent for the Concurrent
Private Placement.
The Company intends to use the net proceeds from the Offering
and Concurrent Private Placement to fully fund the approximately
US$42 million balance of the damages
and interest awards granted in the litigation with CardiAQ (after
subtracting the US$70 million that
the Company has paid from escrow to CardiAQ), with remaining funds
being used (i) to partially fund the ongoing Tiara clinical
program; (ii) to support the completion of the TIARA-II study; and
(iii) for general corporate purposes.
The Units described above are being offered pursuant to a shelf
registration statement (including a prospectus) previously filed
with and declared effective by the Securities Exchange Commission
(the "SEC") on June 9, 2016 and the
Company's existing Canadian short form base shelf prospectus dated
June 9, 2016. The Units are being
qualified for distribution from Canada by way of a prospectus supplement to
the Company's short form base shelf prospectus. A prospectus
supplement and accompanying base shelf prospectus relating to the
Offering was filed with the SEC and is available for free on the
SEC's website at www.sec.gov. Copies of the prospectus supplement
and accompanying base shelf prospectus relating to the Offering may
also be obtained by contacting Canaccord Genuity Inc., Attn: Equity
Syndicate Department, 99 High Street, 12th Floor, Boston, Massachusetts 02110, by telephone at
(617) 371-3900, or by email at prospectus@canaccordgenuity.com. The
Units offered and sold pursuant to the Offering were only be
offered and sold in the United
States.
This news release 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 province, state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
province, state or 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™, for the treatment of refractory angina which is not
currently available in the United
States and has been available in Europe since 2015 and the Tiara™, for the
transcatheter treatment of mitral valve disease, which is currently
under investigation in the United
States, Canada and
Europe. The Company also sells a
line of advanced biological tissue products that are used as key
components in third-party medical products including transcatheter
heart valves. For more information, visit: www.neovasc.com.
This news release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995 and applicable Canadian securities laws regarding the Offering
and Concurrent Private Placement, including the intended use of
proceeds. Words and phrases such as "intended", and "will", and
similar words or expressions, are intended to identify these
forward-looking statements. Forward-looking statements are
based on estimates and assumptions made by the Company in light of
its experience and its perception of historical trends, current
conditions and expected future developments, as well as other
factors that the Company believes are appropriate in the
circumstances. 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, risks relating to the
Company's litigation with CardiAQ, including the Company's ability
to successfully appeal the validity of the awards as well as the
ruling on inventorship, which create material uncertainty and which
cast substantial doubt on the Company's ability to continue as a
going concern; the substantial doubt about the Company's ability to
continue as a going concern; risks relating to the Company's need
for significant additional future capital and the Company's ability
to raise additional funding; risks relating to claims by third
parties alleging infringement of their intellectual property
rights; 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 competition in the medical device industry,
including the risk that one or more 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 the Company's 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 the Company's 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 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;
the Company's dependence upon key personnel to achieve the
Company's 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;
the Company's ability to successfully identify and complete
corporate transactions on favorable terms or achieve anticipated
synergies relating to any acquisitions or alliances; 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; risks relating to conflicts of
interests among the Company's officers and directors as a result of
their involvement with other issuers; and risks relating to the
influence of significant shareholders of the Company over the
Company's business operations and share price. These risk
factors and others relating to the Company are discussed in greater
detail in the "Risk Factors" section of the Company's Annual
Information Form and in the Company's Management's Discussion and
Analysis of Financial Condition and Results of Operations (copies
of which filings may be obtained at www.sedar.com or www.sec.gov,
each of which are included in the Company's Annual Report on Form
40-F). These factors should be considered carefully, and
readers should not place undue reliance on the Company's
forward-looking statements. The Company has no intention and
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
SOURCE Neovasc Inc.