Registration Statement for Securities of Certain Canadian Issuers Under the Securities Act of 1933 (f-10)
Print
Alert
Use these links to rapidly review the document
TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on June 29, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Neovasc Inc.
(Exact name of Registrant as specified in its charter)
Canada
(Province or other Jurisdiction
of Incorporation or Organization)
3841
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification No.)
Suite 5138—13562 Maycrest Way
Richmond, British Columbia, Canada V6V 2J7
(604) 270-4344
(Address and telephone number of Registrant's principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(302) 658-7581
(Name, address and telephone number of agent for service in the United States)
Copies to:
Riccardo A. Leofanti, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street, Suite 1750, P.O. Box 258
Toronto, Ontario, Canada M5K 1J5
(416) 777-4700
Joseph A. Garcia, Esq.
Blake, Cassels & Graydon LLP
595 Burrard Street, Suite 2600
Vancouver, British Columbia, Canada V7X 1L3
(604) 631-3300
Approximate date of commencement of proposed sale of the securities to the public:
From time to time after this Registration Statement becomes effective.
Province of British Columbia, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
A. o Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B. ý At some future date (check the appropriate box below):
1. o pursuant to Rule 467(b) on ( ) at ( ).
2. o pursuant to Rule 467(b) on ( ) at ( ) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
3. o pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4. ý after the filing of the next amendment to this Form (if preliminary material is being filed).
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. ý
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered
Amount to be
Registered(1)(2)
Proposed Maximum Aggregate
Offering Price(2)(3)
Amount of
Registration Fee(4)
Common Shares
Preferred Shares
Debt Securities
Subscription Receipts
Warrants
Units
Total
US$39,075,530 US$39,075,530 US$4,864.90
(1)
There are being registered under this Registration Statement such indeterminate number of common shares, preferred shares, debt securities, subscription receipts, warrants and units of the Registrant as shall have an aggregate initial offering price not to exceed US$100,000,000. Any securities registered by this Registration Statement may be sold separately or as units with other securities registered under this Registration Statement. The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant in connection with the sale of the securities under this Registration Statement.
(2)
In United States dollars or the equivalent thereof in Canadian dollars.
(3)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act").
(4)
The prospectus contained herein relates to an aggregate of US$100,000,000 of securities, including, pursuant to Rule 429 under the Securities Act, US$60,924,470 of unsold securities that were previously registered under the Registrant's Registration Statement on Form F-10 (File No. 333-211325), initially filed on May 12, 2016.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.
Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement relates to Registration Statement 333-211325.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Table of Contents
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus 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 State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue and Secondary Offering
June 29, 2018
LOGO
U.S.$100,000,000
Common Shares
Preferred Shares
Debt Securities
Subscription Receipts
Units
Warrants
This prospectus relates to the offering for sale from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains effective, of the securities of Neovasc Inc. ("Neovasc" or the "Company") listed above in one or more series or issuances, with a total offering price of such securities, in the aggregate, of up to U.S.$100,000,000. The securities may be offered by us or by our security-holders. The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in an accompanying prospectus supplement.
News 
Market Data 
Discover 
AI
