NASDAQ, TSX: NVCN
VANCOUVER, Sept. 18, 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 and in the
development of minimally invasive devices for the treatment of
refractory angina, announced today that the Company has filed
articles of amendment, effective today, to effect the previously
announced share consolidation (reverse stock split) (the
"Consolidation") of its issued and outstanding common shares
(the "Common Shares") on the basis of one (1)
post-Consolidation Common Share for every one-hundred (100)
pre-Consolidation Common Shares. The consolidation will
reduce the number of Common Shares issued and outstanding from
approximately 1,901,639,980 Common Shares to approximately
19,016,405 Common Shares. The Common Shares are expected to
commence trading on the Toronto Stock Exchange (the "TSX")
and on the Nasdaq Capital Market on a post-Consolidation basis on
or about the opening of trading on September
21, 2018.
The Company's transfer agent, Computershare Investor Services
Inc., has sent a letter of transmittal dated today to the
registered holders of Common Shares. The letter of transmittal will
contain instructions on how to surrender Common Share
certificate(s) representing pre-Consolidation Common Shares to the
transfer agent. Shareholders may also obtain a copy of the letter
of transmittal by accessing the Company's SEDAR profile at
www.sedar.com or the Company's EDGAR profile at www.sec.gov. Until
surrendered, each certificate representing pre-Consolidation Common
Shares will be deemed for all purposes to represent the number of
Common Shares to which the holder thereof is entitled as a result
of the Consolidation. If shareholders hold their Common Shares
through an intermediary and they have questions in this regard,
they are encouraged to contact their intermediaries.
The Company's new CUSIP number is 64065J205 and its new ISIN
number is CA64065J2056.
For additional information regarding the Consolidation, please
refer to the Company's Notice of Annual General and Special Meeting
of Shareholders and Management Information Circular dated
May 2, 2018, which are available on
SEDAR at www.sedar.com or EDGAR 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™ (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™ (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 expected
trading date of the post-Consolidation Common Shares and the
rapidly growing cardiovascular marketplace. Words and phrases such
as "expected" 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; 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
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 June 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.