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News Release Issued: Feb 28, 2019 (2:55pm EST)
Neovasc announces closing of $5 million public offering of common shares
NASDAQ, TSX: NVCN
VANCOUVER, Feb. 28, 2019 /CNW/ - Neovasc Inc. ("Neovasc" or the "Company") (NASDAQ: NVCN / TSX: NVCN) announced today that it has closed its previously announced underwritten public offering (the "Offering") of 11,111,111 common shares of the Company (the "Common Shares") at a price to the public of US$0.45 per Common Share, for aggregate gross proceeds to the Company of approximately US$5 million, before deducting the underwriting commission and Offering expenses payable by the Company.
H.C. Wainwright & Co. (the "Underwriter") acted as sole book-running manager for the Offering.
After deducting the underwriting discounts, commissions, and other offering expenses payable by Neovasc, the Company received net proceeds of approximately US$4.050 million. 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 were 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 13, 2018 and were 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 offered and sold the Common Shares in the United States either directly or through its duly registered U.S. broker dealer affiliates or agents. No Common Shares were offered or sold to Canadian purchasers.
A preliminary prospectus supplement and accompanying prospectus relating to the Offering have been filed as have a final prospectus supplement and accompanying prospectus relating to the Offering with the SEC and are available for free on the SEC's website at www.sec.gov and are also available on the Company's profile on the SEDAR website at www.sedar.com. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, or by calling (646) 975-6996 or by emailing placements@hcwco.com.
The Company relied upon the exemption set forth in 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.
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. 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, comments with respect to the intended use of proceeds of the Offering 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 Capital Market or the Toronto Stock Exchange, 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.
SOURCE Neovasc Inc.
For further information: Chris Clark, Chief Financial Officer, Neovasc
Aah! Yes. I forgot about petitioning for an additional 180 days, which may or may not be granted.
Thanks
Plus, if I remember correctly, NVCN needs to be NASDAQ compliant by July (?) - which is pps of $1 + MC of above $35MM(?). So, we will get something done by that time.
May be for Management bonuses for a ‘done deal’?
Hope so!
Agree! I’m hoping - into some institution looking for 100 times in returns.
Thanks for the info Don. Looks like this leaves BSX with app. $1.9 Billion for ‘other’ stuff, I think.
Hmmm....
Wondering if CMTH will use the May AUA as a platform for their clinical results? Wonder if that’s what they are waiting for! I see many benefits of releasing/announcing/discussing the results to a captive audience full of (1000’s) urologists.
Hmmmm!
L&S
Smart! You can lead 7 horses to water but,.......
I’m following the same rule.
I read, learns from a handful, post when I have question to learn or if I have a worthwhile opinion, but most of all, keep adding, and locking them up, when I can.
The shares are going from the weak to strong.
L&S.
Makes sense. If the company knew that they have the approval or that it was coming in the next few days, they would have been better off waiting for the pps to go up before selling shares.
Thanks, again, for your response.
How are you making this connection between public offering and the possibility of reducer being approved?
Trying to learn - hence the questions.
Thanks
Understood! Thanks.
Hello Zeus,
What does that mean? I don't understand your post. Can you elaborate?
TIA
That would be great! But how do you know?
TIA
Thanks Chaka! Agreed! If we have patience, this is going make millionaires!
L&S
Hi Chaka - this is why I was asking the longs to temper what they say and how they say it.
The way I read the news is that LLBO is planning to meet with the FDA in about 90 days prior to the PMA submission. After the discussions with the FDA, LLBO will prepare and submit the PMA. The FDA review and approval can take any where from 45 days to 180 days (or longer) depending on the device designation (Class 1, 2 or 3).
So, we are looking at FDA approval can be in late Q3 or early Q4. And after that, according to the news, prepare for M&A activity in 2020.
So, unless I am mis-reading the news, we should not be expecting the kinds of returns you are proposing in the next few weeks.
I definitely believe, and therefore holding long, that $1,000 invested today has the potential of becoming $50k or $100k, but not till next year. Could some big company jump on this right away in the next few weeks? Sure, but highly unlikely.
Please correct me if I misread or misunderstood the news.
Thanks and L&S
Thanks Three- I love the fact that the Float is only 54.4MM
You know what this means? More Patents coming for all the other (non-cancer TNF-a) indications - if they don't already have them!
L&S
I want to caution all Longs to temper their expectations. The news is definitely good with lots of good things to happen in the future. But, we also know that dealing with FDA is a lengthy and time consuming process. Finally, CI said we will be looking for a Merger/Acquisition in 2020.
So, I am being long on LLBO and realistic in timelines and expectations. Sometimes, we can be our own worst enemy with our unrealistic expectations.
Long & Strong with LLBO. Adding when I can.
Not challenging any long or the news.
Thanks. I have a lot to learn.
L&S CELZ
Thank you Wolf. Appreciate your candid answers.
L&S CELZ.
Thank you. Yes it helps me in understanding what/how MM's work. Now the questions is 'where are these shares coming from?'. Are MM's holding that many shares that they can continually stack the Ask or the Bid? Not all shares can be dilution - it would sow-up as a much larger number in the OS, correct? So, this makes me wonder if the MM's are trading with each other to keep the pps at this level?
Any thoughts?
TIA
Copy/Paste of the L2 ASK. Does this mean that if someone buys app. 1.6MM shares at Mkt Price, the pps would be at or above 2? At least for a moment?
Trying to understand and learn about how L2 works
MPID ASK PRICE SIZE TIME
NITE 0.0114 406,000 10:32
CSTI 0.0118 286,282 12:12
CDEL 0.012 250,000 12:26
ETRF 0.012 85,402 12:15
CANT 0.02 576,911 11:12
CFGN 0.026 10,000 02/19
Is not having any T-trades in the past week of so reflective of this? that we are done with conversions/dilution?
L&S CELZ!
Thanks Cody. I agree with you that since Joshua took over, we are headed in the right direction. As you said, I am hopeful and positive that the Beta version will be released in March to kick start the reversal of PTOP. But, some thing happened or is happening (other than Think Latitude, I think) that is making Ithica change his/her position since Nov 2018 and I was wondering what that is. I hi a is implying that he has insider info, which I don’t want to know, but was curious what else, again, other that Think Latitude, what it could be.
I agree that in time this will pay off handsomely! We need to have patience and let Joshua do what he needs to do.
Great! Thanks. This exclusivity will help CMTH in stopping others from using the same aspiration device. And I am hopeful that that design is patented by Randal and therefore, protected. This is protecting Caverstem and Femcelz procedures.
Agreed! IMO Drs won’t be signing up and/or conducting these procedures without seeing clinical evidence of the safety and efficacy. So, I feel very confident about the clinical trial results. Now, is it 80% effective ? Or higher ? Or lower? - need to wait for the peer review to be published.
I also am under the impression that the Caverstem 2.0 procedure and needle/tools used are patented and that the patents are owned by CMTH ie. proprietary tools and techniques of CMTH. Please correct me if I am wrong.
Thanks
L&S
Ps. Lots of noise on ‘Rumors, Murmurs & buzz’. - for what it’s worth.
Copy paste From Twitter:
Elias Said, MD, FACEP
@MdFacep
“FemCelz™-The procedure protocol has been completed. A Regenerative Stem Cell Procedure for Women.
CaverStem™- The Regenerative Stem Cell Procedure for Men. Using autologous stem cells with 99.9% viability is the key to clinical success
Imagine the possibilities!
@CaverStem
No offense Ithaca, but you went from being extremely negative, as late as 11/2/2018, on PTOP to super positive with some obscure comments of having some info. I wonder why and what happened.
Don’t you think that if the price is right, CMTH would spin-off ED portion (with or without Femcelz) and sell/license to Pfizer? This was, CMTH can focus on Stemspine, Amnio, cardio, etc..?
Just thinking.
L&S
Makes sense to me. That’s why I was asking. A commercial would be significantly more powerful if they can reference a published study.
So, since CELZ already started filming and preparing for the ‘mass’ launch of the ads, I’m thinking we r close to seeing the trial results published.
Moreover, no doctor would perform a procedure without seeing the clinical safety and efficacy of the data.
So........
L&S
I’m wondering if the ads would say that the procedures are ‘x’% effective as established thru clinical studies. And if so, I think we will see the clinical study published before the ads are up and running. Which, in turn, means results sooner than later.
But, then again, may be the ads completely avoid the topic.
Just my thoughts.
That's why I am surprised that the pps is still in these ranges. I am adding and locking them up.
We should do Vegas/Monte Carlo/or another place for this too!!!!
L&S
Hello Marketing - Saw this on FB - Caverstem
Email us at VIP@caverstem.com and tell us why you you deserve a complimentary procedure. We'll award 5 VIP cards on March 15, 2019. All responses kept strictly confidential (we'll only use your first name and city). HIPAA compliant.
Thanks .
Understood and agreed. My shares are not going anywhere.
See you all Longs in Vegas and then in Mote Carlo!
L&S
I am not sure if I know the reason. I know people are putting out their best guesses, such as flippers, shooters, MM games, Big Pharma, etc.
UVA and I have said in the past that the CMTH mgmt want the share price to be at these levels. We also gave out our guess that the company may be buying back shares, or making it attractive to doctors signing up.
Do you know the real reason?
Not contradicting or bashing - but trying to understand and learn.
I am L&S.
TIA
Same thought process for me too! For both of these stocks.
What people forget is,
Same leaders for both companies and they recently bought 15M common shares
Insiders are holding 80%+ of the shares
RTT
What more do we need? The company is doing all the heavy lifting. We have only 1 job - to be patient.
I can be very patient and for a long time.
L&S
...... and adding! Locking them up!
L&S
I don’t understand what happened today. But, I doubled my position.
Soon, it will be back to 0.008 and will go past it.
Long & Strong!
No kidding! Just picked up 1M shares and they are locked-up.
L&S