Vancouver, British Columbia–(Newsfile Corp. – April 27, 2022) – Neovasc Inc. (NASDAQ: NVCN) (TSX: NVCN) (“Neovasc“or the”Company“), a leader in the development of minimally invasive devices for the treatment of refractory angina and in the development of minimally invasive catheter-based mitral valve replacement technologies, announced today that the company has filed of the articles of amendment, effective today, to implement the announced reverse stock split (the reverse stock split) (the “Consolidation“) of its issued and outstanding common shares (the “Ordinary actions“) on the basis of one (1) post-consolidation ordinary share for every twenty-five (25) pre-consolidation ordinary shares. The consolidation will reduce the number of issued and outstanding ordinary shares by approximately 68,228,061 ordinary shares to approximately 2,729,107 common shares The common shares are expected to begin trading on the Toronto Stock Exchange (the “TSX“) and on the Nasdaq Capital Market (the “Nasdaq“) on a post-Consolidation basis at or around the opening of markets on April 29, 2022.
The Company’s transfer agent, Computershare Investor Services Inc., is expected to send a Letter of Transmittal on April 27, 2022 to registered holders of Common Shares. The Letter of Transmittal will contain instructions on how to deliver the Common Share certificate(s) representing the 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 delivered, each certificate representing pre-consolidation common shares shall 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 have any 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 further information regarding the consolidation, please refer to the Notice of Annual and Special General Meeting of Shareholders and Management Information Circular of the Company dated March 10, 2022, which is available on SEDAR at www.sedar.com or EDGAR at www.sec.gov.
Neovasc is a medical device company that develops, manufactures and markets products for the growing cardiovascular market. Its products include Reducer, for the treatment of refractory angina, which is undergoing clinical study in the United States and has been commercially available in Europe since 2015, and Tiara™ for the transcatheter treatment of the mitral valve, which is currently undergoing clinical study in the United States, Canada, Israel and Europe. For more information, visit: www.neovasc.com.
Disclaimer of Forward-Looking Statements
Certain statements in this press release contain forward-looking statements within the meaning of the United States 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 expressions similar, are intended to identify forward-looking statements. Forward-looking statements may involve, but are not limited to, the Company’s expectations regarding the opening of the Company’s markets on the TSX and Nasdaq following consolidation. 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 deems appropriate in 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 relating to the ability of the Company to continue its operation; risks related to the Company’s loss history and significant accumulated deficit; risks related to the COVID-19 coronavirus outbreak or other health outbreaks, which could materially impact the Company’s operations, sales or ability to raise capital or enroll patients in clinical trials and to complete certain development stages of Tiara within the timeframes set by the Company; risks relating to the Company’s need for significant future additional capital and the Company’s ability to raise additional funds; the risks associated with the sale of a significant number of common shares; risks related to the possibility that the Company’s common shares may be delisted from Nasdaq or the TSX, which could affect their price and liquidity; risks related to the Company’s conclusion that it had effective internal control over financial reporting as of December 31, 2021 and 2020, but not as of December 31, 2019; risks associated with common share price volatility; the risks associated with the Company’s significant indebtedness and its effect on the Company’s financial position; risks relating to the influence of significant shareholders of the Company on our business activities and the price of our shares; risks related to lawsuits against the Company, which could divert the Company’s resources and result in the payment of material damages and other remedies; risks related to claims by third parties alleging infringement of their intellectual property rights; risks related to the Company’s ability to establish, maintain and defend intellectual property rights over the Company’s products; risks related to the results of clinical trials of the Company’s products, which may be unfavorable or perceived as unfavourable; risks associated with product liability claims, insurance and recalls; the risks associated with the use of the Company’s products in unapproved circumstances, which could expose the Company to liability; risks relating to competition in the medical device industry, including the risk that one or more competitors develop more effective or more affordable products; risks related 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 develop internal sales capabilities or find partners third-party marketing or distribution; risks relating to the Company’s ability to convince public payers and hospitals to include the Company’s products on their lists of approved products; risks related to new legislation, new regulatory requirements and efforts by governments and third-party payers to contain or reduce healthcare costs; risks related to increased regulation, enforcement and inspections of participants in the medical device industry, including frequent government investigations into marketing and other business practices; risks related to extensive regulation of the Company’s products and testing by governmental authorities, and the costs and delays associated therewith; risks related to post-marketing regulation of the Company’s products; risks relating to health and safety issues associated with the Company’s products and industry; risks related to the Company’s manufacturing operations, including regulation of the Company’s manufacturing processes by governmental authorities and the availability of two critical components of the Reducer; risks related to the possibility of animal diseases 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 the risks of supply disruptions affecting the Company’s ability to manufacture its own products; risks related to the Company’s reliance on limited products for substantially all of the Company’s current revenue; risks related to the Company’s exposure to adverse fluctuations in exchange rates; risks relating to the Company losing its status as a foreign private issuer under US federal securities laws; risks relating to the possibility that the Company could be considered a “passive foreign investment company”; risks related to violations of anti-corruption laws by employees or agents of the Company; risks related to future changes in financial accounting standards and new accounting pronouncements; risks related to the Company’s dependence on key personnel to achieve its business objectives; risks related to the Company’s ability to maintain strong relationships with physicians; risks related to the adequacy of the Company’s management systems and resources in periods of significant growth; risks associated with consolidation in the healthcare industry, including downward pressure on product prices and the increasing 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 enter into corporate transactions on favorable terms or realize the anticipated synergies associated with any acquisition or alliance; risks related to conflicts of interest between managers and directors of the Company due to 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 the exercise of warrants, options and restricted share units by our existing security holders, causing the price of the Company’s securities to fall; and the risks related to anti-takeover provisions in the Company’s incorporation documents which could discourage a third party from making a takeover bid beneficial to the shareholders of the Company. These and other risk factors relating to the Company are discussed in more 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 the required periodic filings with securities regulatory authorities (copies of which may be obtained at www.sedar. com or www.sec.gov), whether due to new information, future events or otherwise, except as required by law.
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