Offering.....
(NVCN NVCN.T) Neovasc Announces $10 Million Registered Direct Offering
Vancouver, British Columbia--(Newsfile Corp. - January 2, 2020) - Neovasc Inc. (NASDAQ: NVCN) (TSX: NVCN) ("Neovasc" or the "Company") announced today that it has entered into definitive agreements with certain institutional investors for the sale of an aggregate of 2,418,322 series A units ("Series A Units") and series B units ("Series B Units" and together with the Series A Units, the "Units") at a price of US$4.1351 per Series A Unit and US$4.135 per Series B Unit in a registered direct offering (the "Offering") priced at-the-market under Nasdaq rules for aggregate gross proceeds to the Company of approximately US$10 million, before deducting placement agent's fees and estimated expenses of the Offering payable by the Company. The Offering is expected to close on or about January 6, 2020, subject to customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the Offering.
Each Series A Unit will consist of one common share of the Company (each, a "Unit Share") and one warrant (a "Warrant") to purchase one common share. Each Warrant will entitle the holder to acquire one common share of the Company (each, a "Warrant Share") at a price of US$4.1351 at any time prior to the date which is four years following the date of issuance. Each Series B Unit will consist of one pre-funded warrant of the Company (each, a "Pre-Funded Warrant") and one Warrant. Each Pre-Funded Warrant will entitle the holder to acquire one common share of the Company (each, a "Pre-Funded Warrant Share") at a price of US$0.0001 at any time until the exercise in full of each Pre-Funded Warrant.
Neovasc intends to use the net proceeds from the Offering for the development and commercialization of the Neovasc Reducer(TM) (the "Reducer"), development of the Tiara(TM) (the "Tiara") and general corporate and working capital purposes.
The Units and the securities comprising the Units are being 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 12, 2018 and will be 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. Neovasc will offer and sell the securities in the United States only. No securities will be offered or sold to Canadian purchasers.
A final prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available for free on the SEC's website at www.sec.gov and will also be 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, when available, 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.
Closing of the Offering will be subject to customary closing conditions, including listing of the Unit Shares, Pre-Funded Warrant Shares and Warrant Shares on the Toronto Stock Exchange (the "TSX") and the Nasdaq Capital Market (the "Nasdaq") and any required approvals of each exchange. For the purposes of the TSX approval, the Company intends to rely on 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.
“Rudeness is the weak man’s imitation of strength.”
