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VANCOUVER and MINNEAPOLIS – 
(NASDAQ, TSX:
NVCN) announced today that it has closed its previously announced registered
direct offering (the “Offering”) priced at-the-market under the
Nasdaq Capital Market (the “Nasdaq”) rules of an aggregate of
6,230,803 common shares at a price of US$0.9801 per common share. Aggregate gross proceeds to the Company were
approximately US$6.1 million, before deducting placement agent’s fees and
estimated expenses of the Offering payable by the Company.
H.C. Wainwright & Co.
acted as the exclusive placement agent for the Offering.
Each common share was
sold, in a concurrent private placement in the United States, with one common
share purchase warrant (each whole warrant, a “Warrant”). Each
Warrant entitles the holder to acquire one common share of the Company (each, a
“Warrant Share”) at an exercise price of US$0.856 per share at any
time prior to the date which is five and one half years following the date of
issuance.
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 (but
not the Warrants or the Warrant Shares) were offered pursuant to a “shelf”
registration statement on Form F-3 (File No. 333-245385) previously filed with
the Securities and Exchange Commission (the “SEC”) on August 13, 2020 and
declared effective by the SEC on September 14, 2020. A prospectus supplement to
the Company’s base shelf prospectus dated August 12, 2020 qualifying the
distribution of the common shares and Warrants was also filed with the
provincial securities regulatory authorities in British Columbia, Alberta,
Saskatchewan, Manitoba and Ontario. Neovasc offered and sold the common shares
in the United States only. No securities were offered or sold to Canadian
purchasers.
A final prospectus
supplement and accompanying prospectus relating to the Offering was filed with
the SEC and is available for free on the SEC’s website at www.sec.gov and
is also available on the Company’s profile on the SEDAR website at www.sedar.com.
Electronic copies of the final prospectus supplement and the accompanying
prospectus relating to the Offering may be obtained by contacting H.C. Wainwright
& Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY
10022, or by telephone: (646) 975-6996 or by e-mail: placements@hcwco.com.
The Warrants described
above were offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated
thereunder and, along with the Warrant Shares, have not been registered under
the Act, or applicable state securities laws. Accordingly, the Warrants and
Warrant Shares may not be offered or sold in the United States except pursuant
to an effective registration statement or an applicable exemption from the
registration requirements of the Act and such applicable state securities laws.
For the purposes of the final
approval of the Toronto Stock Exchange (the “TSX”), the Company has relied upon
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 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 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.
Investors
Mike Cavanaugh
Westwicke/ICR
Phone: +1.646.877.9641
Mike.Cavanaugh@westwicke.com
Media
Sean Leous
Westwicke/ICR
Phone:
+1.646.677.1839
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, the use of proceeds, the expected impact on Reducer revenue
generation during the fourth quarter, the Company’s ability to build on
progress and optimizing the value of its devices, the likelihood of approval
under the FDA’s decision on the PMA, the expansion of its product range,
prospects for regulatory approvals 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, market and other
conditions as well as other factors that the Company believes are appropriate
in the circumstances. Many factors could cause the Company’s actual results,
performance or achievements to differ materially from those expressed or
implied by the forward-looking statements, including those described 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 and nine months ended
September 30, 2020 (copies of which may be obtained at www.sedar.com or www.sec.gov).
These factors should be considered carefully, and readers should not place
undue reliance on the Company’s forward-looking statements. The Company has no
intention and undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
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