NASDAQ, TSX: NVCN
VANCOUVER, July 2, 2018 /PRNewswire/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ, TSX: NVCN) announced today
that it has filed a preliminary short form base shelf prospectus
with securities regulatory authorities in Canada, other than Quebec, and a corresponding shelf registration
statement on Form F-10 (the "Registration Statement") with the U.S.
Securities and Exchange Commission (the "SEC") under the
U.S./Canada Multijurisdictional Disclosure System.
"This new base shelf prospectus will replace our existing base
shelf prospectus that expires on July 9,
2018," commented Chris Clark,
Neovasc's Chief Financial Officer. "The renewal of a base shelf
prospectus is a routine filing that enables us to more easily
access the capital markets in the future, but we are not actively
raising new capital at the moment."
The base shelf prospectus and the Registration Statement, once
clear and effective, respectively, will allow Neovasc to offer up
to U.S.$100,000,000 of common
shares, preferred shares, debt securities, subscription receipts,
units and warrants from time to time over a 25-month period after
Canadian securities regulatory authorities have issued a receipt
for the final short form base shelf prospectus. The terms of such
future offerings, if any, will be established at the time of such
offerings and will be set forth in a prospectus supplement to the
base shelf prospectus filed with applicable Canadian securities
regulatory authorities and with the SEC.
The Registration Statement filed today with the SEC has not yet
become effective. No securities may be sold, nor may offers to buy
be accepted, prior to the time the registration statement becomes
effective. This press release shall not constitute an offer to sell
or a solicitation of an offer to buy, nor shall there be any sale
of these securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
A copy of the Registration Statement, including the related
prospectus, may be obtained by submitting a request to Chris Clark, Chief Financial Officer, at
Neovasc's address at 5138-13562 Maycrest Way, Richmond, British Columbia, Canada, V6V 2J7. A
copy of the preliminary short form base shelf prospectus can also
be found on SEDAR at www.sedar.com, and a copy of the Registration
Statement can be found on the SEC website 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™, 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.
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 clearance of
the base shelf prospectus with applicable Canadian regulatory
authorities and effectiveness of registration statement, and the
ability of the Company to successfully close any future financing
pursuant to the base shelf prospectus or shelf registration
statement. Words and phrases such as "believes," "may", "not yet"
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, 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 Company's
common shares 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; risks relating to
conflicts of interests among the Company's officers and directors
as a result of their involvement with other issuers; and other
factors referenced in the Company's filings with Canadian and U.S.
securities regulators. 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
March 31, 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.