Securities
and Exchange Commission
w
ashington,
D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of
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March
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2019
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Commission File Number
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001-36458
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Neovasc
Inc.
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(Translation of registrant’s name into English)
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Suite 5138 - 13562 Maycrest Way
Richmond, British Columbia, Canada, V6V 2J7
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(Address of principal executive offices)
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Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Document
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Document 1
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News Release dated March 12, 2019 - Neovasc Announces Proposed Public Offering of Common Shares
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DOCUMENT 1
Neovasc Announces Proposed Public Offering
of Common Shares
NASDAQ, TSX: NVCN
VANCOUVER, March 12, 2019 /CNW/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ: NVCN / TSX: NVCN) announced today that it has commenced a proposed underwritten
public offering (the "Offering") of common shares of the Company (the "Common Shares").
H.C. Wainwright & Co. (the "Underwriter")
is acting as sole book-running manager for the Offering.
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 will be 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 duly registered U.S. broker dealers. No Common Shares will be offered or sold to Canadian purchasers. The pricing the
Common Shares will be determined in the course of marketing, and there can be no assurance as to whether or when the Offering will
be completed, or as to the actual size or terms of the Offering.
A preliminary prospectus supplement and accompanying
prospectus relating to the Offering will be filed with the SEC and will be available for free on the SEC's website at www.sec.gov and
will also be available on the Company's profile on the SEDAR website at www.sedar.com. Copies of the preliminary prospectus
supplement and the accompanying prospectus relating to the Offering may also be obtained, when filed, from H.C. Wainwright &
Co. LLC, 430 Park Avenue 3
rd
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.
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, including the intended use of proceeds of the Offering, the filing of a final prospectus
supplement 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 or the TSX, 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 the Amended and Restated 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.
View
original content:http://www.prnewswire.com/news-releases/neovasc-announces-proposed-public-offering-of-common-shares-300811222.html
SOURCE Neovasc Inc.
View original content: http://www.newswire.ca/en/releases/archive/March2019/12/c3523.html
%CIK: 0001399708
For further information:
Chris Clark, Chief Financial Officer,
Neovasc Inc., 604 248-4138, cclark@neovasc.com
CO: Neovasc Inc.
CNW 16:01e 12-MAR-19
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Neovasc
Inc.
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(Registrant)
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Date:
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March 12, 2019
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By:
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/s/
Chris Clark
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Name: Chris Clark
Title: Chief
Financial Officer
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