Neovasc Announces Effective Date of Share Consolidation
27 Abril 2022 - 5:05PM
via NewMediaWire -- Neovasc Inc. ("
Neovasc" or the
"
Company") (NASDAQ: NVCN)(TSX: NVCN), a leader in the
development of minimally invasive devices for the treatment of
refractory angina, and in the development of minimally invasive
transcatheter mitral valve replacement technologies, announced
today that the Company has filed articles of amendment, effective
today, to effect the previously announced share consolidation
(reverse stock split) (the “
Consolidation”) of its issued
and outstanding common shares (the “
Common Shares”) on the
basis of one (1) post-Consolidation Common Share for every
twenty-five (25) pre-Consolidation Common Shares. The Consolidation
will reduce the number of Common Shares issued and outstanding from
approximately 68,228,061 Common Shares to approximately
2,729,107
Common Shares. The Common Shares are expected
to commence trading on the Toronto Stock Exchange (the
“
TSX”) and on the Nasdaq Capital Market (the
“
Nasdaq”) on a post-Consolidation basis on or about the
opening of trading on April 29, 2022.
The Company's transfer agent, Computershare
Investor Services Inc., is anticipated to send a letter of
transmittal on April 27, 2022 to the registered holders of Common
Shares. The letter of transmittal will contain instructions on how
to surrender Common Share certificate(s) representing
pre-Consolidation Common Shares to the transfer agent. Shareholders
may also obtain a copy of the letter of transmittal by accessing
the Company’s SEDAR profile at www.sedar.com or the
Company’s EDGAR profile at www.sec.gov. Until surrendered,
each certificate representing pre-Consolidation Common Shares will
be deemed for all purposes to represent the number of Common Shares
to which the holder thereof is entitled as a result of the
Consolidation. If shareholders hold their Common Shares through an
intermediary and they have questions in this regard, they are
encouraged to contact their intermediaries.
The Company’s new CUSIP number is
64065J403 and its new ISIN number is
CA64065J4037.
For additional information regarding the
Consolidation, please refer to the Company’s Notice of Annual
General and Special Meeting of Shareholders and Management
Information Circular dated March 10, 2022, which are available on
SEDAR at www.sedar.com or EDGAR
at www.sec.gov.
About Neovasc
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 under clinical
investigation 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.
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 Company’s
expectations relating to the Company’s opening of trading on the
TSX and the Nasdaq on a post-consolidation basis. 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, as
well as other factors that the Company believes are appropriate in
the circumstances. 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, risks around the
Company's ability to continue as a going concern; risks around the
Company's history of losses and significant accumulated deficit;
risks related to the COVID-19 coronavirus outbreak or other health
epidemics, which could significantly impact the Company's
operations, sales or ability to raise capital or enroll patients in
clinical trials and complete certain Tiara development milestones
on the Company's expected schedule; risks relating to the Company's
need for significant additional future capital and the Company's
ability to raise additional funding; risks relating to the sale of
a significant number of Common Shares; risks relating to the
possibility that the Company's Common Shares may be delisted from
the Nasdaq or the TSX, which could affect their market price and
liquidity; risks relating to the Company's conclusion that it did
have effective internal control over financial reporting as of
December 31, 2021 and 2020 but not at December 31, 2019; risks
relating to the Common Share price being volatile; risks relating
to the Company's significant indebtedness, and its effect on the
Company's financial condition; risks relating to the influence of
significant shareholders of the Company over our business
operations and share price; 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; risks relating to claims by third-parties alleging
infringement of their intellectual property rights; risks relating
to 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; 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 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; risks relating to
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
relating to the extensive regulation of the Company's products and
trials by governmental authorities, as well as the cost and time
delays associated therewith; risks relating to post-market
regulation of the Company's products; risks relating to health and
safety concerns associated with the Company's products and
industry; risks relating to 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; risks relating to the possibility 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 the possibility
that the Company could be treated as a "passive foreign investment
company"; risks relating to breaches of anti-bribery laws by the
Company's employees or agents; risks relating to 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; risks relating to 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 relating to
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 conflicts of interests
among the Company's officers and directors as a result of their
involvement with other issuers; risks relating to future issuances
of equity securities by the Company, or sales of common shares or
conversions of convertible notes, and exercise of warrants, options
and restricted stock units by our existing security holders,
causing the price of the Company's securities to fall; and risks
relating to 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. 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 for the year ended December 31, 2021(a copy of which
may be obtained at 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 (copies of which may be obtained
at www.sedar.com or www.sec.gov), whether because of
new information, future events or otherwise, except as required by
law.
Contacts
Investors:
Mike Cavanaugh
ICR Westwicke
Phone: +1.617.877.9641
Email: Mike.Cavanaugh@westwicke.com
Media:
Sean Leous
ICR Westwicke
Phone: +1.646.866.4012
Email: Sean.Leous@westwicke.com
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