NASDAQ, TSX: NVCN
VANCOUVER, July 9, 2018 /CNW/ - Neovasc Inc. ("Neovasc" or
the "Company") (NASDAQ: NVCN) (TSX: NVCN), a leader in the
development of minimally invasive transcatheter mitral valve
replacement technologies, today announced that it will request a
hearing before the Nasdaq Hearings Panel (the "Panel") as the next
step in the process to seeking an additional 180-day extension for
compliance with the US$1 minimum bid
price requirement. On July 6,
2018, the Company received the expected notice from the
Listing Qualifications Staff (the "Staff") of The Nasdaq Stock
Market LLC ("Nasdaq") indicating that the Staff has determined to
delist the Company's common shares from Nasdaq Capital Market
unless the Company requests a hearing before the Panel by
July 13, 2018, which the Company will
do.
As previously announced, the Company has already received
shareholder approval to execute a reverse stock split, common share
consolidation, to enable the Company to regain compliance with the
minimum bid price requirement. However, the Company is
seeking an additional 180-day extension so that the Board and
management can effect the reverse stock split at a time, during
that extension, if granted, that is in the best interest of the
Company and its stakeholders.
On January 2, 2018, the Staff
notified the Company that it did not comply with the US$1.00 minimum bid price requirement set forth
in Nasdaq Listing Rule 5550(a)(2). The Company was provided an
initial compliance period of 180 days, or until July 2, 2018, to regain compliance with Listing
Rule 5550(a)(2). On July 6, 2018, the
Company received the expected notice from the Staff indicating that
the Staff has determined to delist the Company's common shares from
the Nasdaq Capital Market.
As previously disclosed, the Company will request a hearing
before the Panel, at which it will request an additional 180-day
extension and present its plan for regaining compliance with the
minimum bid price requirement. This request will ordinarily
automatically stay any delisting or suspension action pending the
issuance of a final decision by the Panel; however, the Nasdaq has
broad discretionary public interest authority that it can exercise
to apply additional or more stringent criteria for the continued
listing of the Company's common shares, or suspend or delist
securities. As noted above, the Company sought and received
approval at its Annual General and Special Meeting of Shareholders
to complete, at the Board of Directors' discretion, a reverse stock
split for purposes of regaining compliance with the minimum bid
price requirement. The Company believes that having the advance
approval of its shareholders to effect a reverse stock split
provides strong support for its request for an additional 180-day
extension and therefore increases the likelihood that the Panel
will grant the requested extension; however, there can be no
assurance that the Company's appeal before the Panel will be
successful.
The Company is also listed on the Toronto Stock Exchange (the
"TSX") and the Company's noncompliance with the Nasdaq minimum bid
price requirement does not affect the Company's compliance status
with the TSX.
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. 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
Company's strategy and expectations regarding the process for
seeking an additional extension of time to regain compliance with
Nasdaq's minimum bid price requirement, whether or when the Company
will complete a reverse stock split, and the Company's ability to
remain listed on the Nasdaq Capital Market. Words and phrases such
as "intends", "continue", "believe", "may", "could", "expect" 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; 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 March 31, 2018 (copies
of which may be obtained at www.sedar.com or www.sec.gov). In
particular, the Company notes that shareholder approval of the
reverse stock split does not necessarily guarantee that the Nasdaq
Hearings Panel will grant it an extension to regain compliance with
the US$1.00 minimum bid price
requirement or that, if granted, such extension will be for the
additional 180-days requested by the Company. In addition to the
specified criteria for continued listing, the Nasdaq also has broad
discretionary public interest authority that it can exercise to
apply additional or more stringent criteria for the continued
listing of the Company's common shares, or suspend or delist
securities even if the securities meet all enumerated criteria for
continued listing on the Nasdaq. There can be no assurance that the
Nasdaq will not exercise such discretionary authority. In addition,
even if the Company is granted an extension by the Panel, there is
no assurance that the Company will be able to regain compliance
with the minimum bid price requirement prior to the expiry of any
extension, or if it does, that the Company will be able to maintain
such compliance as a result of the risks and uncertainties
described above. 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.