via NewMediaWire – Neovasc Inc. (“Neovasc” or the “Company”)
(NASDAQ: NVCN)(TSX: NVCN), a leader in the development of minimally
invasive devices for the treatment of refractory angina, and in the
development of minimally invasive transcatheter mitral valve
replacement technologies, announced today that, pursuant to a
Restated Securities Purchase Agreement with Strul Medical Group LLC
(“SMG”), on a private placement basis (the “Private Placement”), it
has issued an amended and restated convertible note (the “2022
Restated Note”).
The 2022 Restated Note was issued in an aggregate principal
amount of $13,000,000 and consolidates the amount owed by the
Company under certain convertible notes the Company issued to SMG
in 2019 and 2020. The Company paid out in cash an additional amount
of $290,961 that was owed under the 2019 and 2020 notes.
The 2022 Restated Note matures on December 31, 2025 (the
“Maturity Date”) and bears interest at a rate of 9% per annum,
compounded quarterly, a portion of which is payable in cash at the
end of June and December annually and the rest due on the Maturity
Date. The 2022 Restated Note is convertible into common shares of
the Company (the “Common Shares”) at a price of $1.00 per Common
Share for up to 15,674,184 Common Shares comprised of the principal
amount and accrued and unpaid interest. The 2022 Restated Note is
subject to a four month and one day hold period.
The transaction was conducted in accordance with Section 602.1
of the TSX Company Manual, which provides that the Toronto Stock
Exchange will not apply its standards to certain transactions
involving eligible interlisted issuers on a recognized exchange,
such as the Nasdaq Capital Market (the “Nasdaq”).
“We are very pleased to continue with our support of Neovasc as
they advance their development strategies for both Reducer and
Tiara," said Aubrey Strul, a Principal of SMG. "We continue to have
confidence in Fred and the Neovasc team to achieve critical
milestones during the term of the Note."
“This is an important development for our cash requirements in
the coming years. It combines and extends the terms of our current
notes with the SMG beyond our targeted date for the readout of our
COSIRA II clinical study and an anticipated decision from the FDA
on our application for approval to commercialize the Reducer in the
United States,” stated Fred Colen, President and Chief Executive
Officer of Neovasc. “We have reviewed opportunities, that might
generally be available to us in the debt market, and given our
company status and market conditions, we came to the conclusion
that this debt restructuring agreement with the SMG is the best
option available to Neovasc.”
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any securities and shall not constitute an
offer, solicitation, or sale in any jurisdiction in which such
offer, solicitation, or sale is unlawful. The securities have not
been and will not be registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
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 Reducer, for the
treatment of refractory angina, which is under clinical
investigation in the United States and has been commercially
available in Europe since 2015, and Tiara™ for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada, Israel 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. When used herein,
the words "expect", "anticipate", "estimate", "may", "will",
"should", "intend," "believe", and similar expressions, are
intended to identify forward-looking statements. Forward-looking
statements may involve, but are not limited to SMG’s belief in the
Company’s management to achieve critical milestones, the importance
of the Private Placement on the Company’s cash requirements in the
future, the targeted date timeline for the COSIRA-II study, the
anticipated timeline of the FDA decision and the growing
cardiovascular marketplace. 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, risks around the
Company's ability to continue as a going concern; risks around the
Company’s history of losses and significant accumulated deficit;
risks related to the recent COVID-19 coronavirus outbreak or other
health epidemics, which could significantly impact the Company's
operations, sales or ability to raise capital or enroll patients in
clinical trials and complete certain Tiara development milestones
on the Company's expected schedule; risks relating to the Company's
need for significant additional future capital and the Company's
ability to raise additional funding; risks relating to the sale of
a significant number of Common Shares; risks relating to the
possibility that the Company's Common Shares may be delisted
from the Nasdaq or the TSX, which could affect their market price
and liquidity; risks relating to the Company's conclusion that it
did have effective internal control over financial reporting as of
December 31, 2021 and 2020 but not at December 31, 2019; risks
relating to the Common Share price being volatile; risks relating
to the Company's significant indebtedness, and its effect on the
Company's financial condition; risks relating to the influence of
significant shareholders of the Company over our business
operations and share price; 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; risks relating to claims by third-parties alleging
infringement of their intellectual property rights; risks relating
to 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; 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 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; risks relating to
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
relating to the extensive regulation of the Company's products and
trials by governmental authorities, as well as the cost and time
delays associated therewith; risks relating to post-market
regulation of the Company's products; risks relating to health and
safety concerns associated with the Company's products and
industry; risks relating to 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; risks relating to the possibility 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 the possibility
that the Company could be treated as a "passive foreign investment
company"; risks relating to breaches of anti-bribery laws by the
Company's employees or agents; risks relating to 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; risks relating to 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 relating to
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 conflicts of interests
among the Company's officers and directors as a result of their
involvement with other issuers; risks relating to future issuances
of equity securities by the Company, or sales of common shares or
conversions of convertible notes, and exercise of warrants, options
and restricted stock units by our existing security holders,
causing the price of the Company’s securities to fall; and risks
relating to 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. 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 40-F for the years ended December 31, 2021 and
2020 (copies of which may be obtained at 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 (copies of which may be obtained
at www.sedar.com or www.sec.gov), whether because of new
information, future events or otherwise, except as required by
law.
Investors: Mike Cavanaugh ICR Westwicke Phone:
+1.617.877.9641 Email: Mike.Cavanaugh@westwicke.com
Media: Sean Leous ICR Westwicke Phone:
+1.646.866.4012 Email: Sean.Leous@westwicke.com
Neovasc (NASDAQ:NVCN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Neovasc (NASDAQ:NVCN)
Historical Stock Chart
From Jul 2023 to Jul 2024