Securities and Exchange Commission
washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of |
February | 2019 | |
Commission File Number |
001-36458 | ||
Neovasc Inc. | |||
(Translation of registrant’s name into English) | |||
Suite 5138 - 13562 Maycrest Way Richmond, British Columbia, Canada, V6V 2J7 | |||
(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F |
☒ |
Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Document | ||
Document 1 | News Release dated February 25, 2019 - Neovasc Announces Proposed Public Offering of Common Shares | |
DOCUMENT 1
Neovasc Announces Proposed Public Offering of Common Shares
NASDAQ, TSX: NVCN
VANCOUVER, Feb. 25, 2019 /CNW/ - Neovasc Inc. ("Neovasc" or the "Company") (NASDAQ: NVCN / TSX: NVCN) announced today that it has commenced a proposed underwritten public offering (the "Offering") of common shares of the Company (the "Common Shares").
H.C. Wainwright & Co. (the "Underwriter") is acting as sole book-running manager for the Offering.
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 will be 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. The Underwriter will only offer and sell the Common Shares in the United States either directly or through duly registered U.S. broker dealers. No Common Shares will be offered or sold to Canadian purchasers. The pricing the Common Shares will be determined in the course of marketing, and there can be no assurance as to whether or when the Offering will be completed, or as to the actual size or terms of the Offering.
A preliminary prospectus supplement and accompanying prospectus relating to the Offering have been filed 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 preliminary 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.
Closing of the Offering will be subject to customary closing conditions, including listing of the common 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.
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.
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 Offering, including the intended use of proceeds of the Offering,
the filing of a final prospectus supplement and the planned reliance on the exemption set forth in Section 602.1 of the TSX Company
Manual 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
or the TSX, 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.
View
original content:http://www.prnewswire.com/news-releases/neovasc-announces-proposed-public-offering-of-common-shares-300801548.html
SOURCE Neovasc Inc.
View original content: http://www.newswire.ca/en/releases/archive/February2019/25/c7888.html
%CIK: 0001399708
For further information: Chris Clark, Chief Financial Officer, Neovasc Inc., 604 248-4138, cclark@neovasc.com
CO: Neovasc Inc.
CNW 16:01e 25-FEB-19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Neovasc Inc. | |||||
(Registrant) | |||||
Date: |
February 25, 2019 |
|
By: |
/s/ Chris Clark | |
Name: Chris Clark Title: Chief Financial Officer
| |||||