Report of Foreign Issuer (6-k)
08 June 2019 - 3:48AM
Edgar (US Regulatory)
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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June
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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 June 7, 2019 - Neovasc Announces Nasdaq Continuing to Monitor Minimum Market Value Deficiency Following 10 Consecutive Business Days Above
US$35 Million
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DOCUMENT 1
Neovasc Announces Nasdaq Continuing to
Monitor Minimum Market Value Deficiency Following 10 Consecutive Business Days Above US$35 Million
NASDAQ, TSX: NVCN
VANCOUVER, June 7, 2019 /CNW/ -
Neovasc
Inc. ("Neovasc" or the "Company") (NASDAQ, TSX: NVCN) announced today that following 10 consecutive business
days with a market value of listed securities ("MVLS") of over US$35 million, the Company has been advised by staff of
The Nasdaq Stock Market LLC ("Nasdaq") that the Nasdaq will exercise its discretion to continue to monitor the Company's
MVLS pursuant to Nasdaq Listing Rule 5810(c)(3)(G) in connection with the Company's deficiency under the US$35 million minimum
MVLS requirement. Nasdaq Listing Rule 5810(c)(3)(G) provides that Nasdaq staff may require satisfaction of the US$35 million minimum
MVLS requirement for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days,
before determining that the Company has demonstrated an ability to maintain long-term compliance. The Company will continue to
monitor its MVLS and endeavor to regain compliance with the Nasdaq minimum MVLS requirement; however, there can be no assurance
that it will be able to do so.
Since May 30, 2019, the Company has had 74,811,888
common shares issued and outstanding. The Company's MVLS has been in excess of US$35 million since May 23, 2019.
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™, 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.
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, beliefs and expectations relating the Company's endeavors to regain compliance with the Nasdaq
minimum MVLS requirement within the prescribed grace period 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, risks relating to the possibility that the Company's common shares may
be delisted from the Nasdaq Capital Market or the Toronto Stock Exchange, including Nasdaq's discretionary public interest authority
to apply more stringent criteria for continued listing or suspend or delist securities, which could affect their market price and
liquidity; the substantial doubt about the Company's ability to continue as a going concern; risks relating to the senior secured
convertible notes (the "Notes") issued pursuant to the November 2017 private placement (the "2017 Financing"),
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 Notes issued pursuant to the 2017 Financing, 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 conversion of the senior secured convertible Notes issued pursuant to the 2017 Financing,
which may encourage short sales by third parties; risks relating to the Company's conclusion that it did not have effective internal
control over financial reporting as at December 31, 2018; 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 Notes
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 Management's Discussion and Analysis for the three months ended March 31, 2019 (copies of which may be obtained at www.sedar.com
or www.sec.gov). In particular, in addition to the specified criteria for continued listing, 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 Capital Market. The Nasdaq could use this discretionary authority at any time to delist the Company's common shares.
There can be no assurance that Nasdaq will not exercise such discretionary authority. In addition, there is no assurance that the
Company will be able to regain compliance with the market value requirement prior to expiration of the prescribed compliance period,
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.
View original content:http://www.prnewswire.com/news-releases/neovasc-announces-nasdaq-continuing-to-monitor-minimum-market-value-deficiency-following-10-consecutive-business-days-above-us35-million-300863975.html
SOURCE Neovasc Inc.
View original content: http://www.newswire.ca/en/releases/archive/June2019/07/c9799.html
%CIK: 0001399708
For further information:
Chris Clark, Chief Financial Officer,
Neovasc Inc., 604 248-4138, cclark@neovasc.com; Jeremy Feffer, LifeSci Advisors, LLC, 212-915-2568, jeremy@lifesciadvisors.com
CO: Neovasc Inc.
CNW 13:30e 07-JUN-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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June 7, 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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