NASDAQ, TSX: NVCN
VANCOUVER, June 11, 2018 /CNW/ - Neovasc Inc. ("Neovasc" or
the "Company") (NASDAQ, TSX: NVCN), a leader in the development of
minimally invasive transcatheter mitral valve replacement
technologies, today announced that its Board of Directors (the
"Board") has elected Steve Rubin as
Chairman of the Board, effective immediately. Rubin succeeds
Paul Geyer, who will remain a
Director of the Board.
"I am honored to have the opportunity to work more closely with
Fred and the rest of the Neovasc team as we advance the Company's
development and commercial strategy for the Tiara and Reducer,"
stated Mr. Rubin. "We are all thankful for Paul's tenure as
Chairman of the Company since November 2000. His
contributions to the team are immeasurable and we are fortunate to
have him continue to serve with us on the Board."
Fred Colen, President and Chief
Executive Officer of Neovasc, stated, "Steve has played an active
role on the Board over the past ten years. During this time
he has offered the Neovasc team thoughtful insight on the
development and commercial strategy for the Reducer and our
development of the Tiara. I look forward to working even
closer with him as Chairman of the Board as we continue to pursue
these programs."
Mr. Rubin joined the Neovasc Board as an independent director in
July 2008. Mr. Rubin is the Executive Vice President,
Administration, and a director of OPKO Health, Inc., a
multinational biopharmaceutical and diagnostics company
establishing important positions in large, underserved
markets. He also serves on the board of directors of several
other innovative healthcare companies, including Cocrystal Pharma,
Inc. (NASDAQ: COCP), a biotechnology company developing new
treatments for viral diseases, Chromadex Corporation (NASDAQ:
CDXC), an innovator of proprietary health, wellness and nutritional
ingredients that creates science based solutions for dietary
supplement food and beverage, skin care, sports nutrition and
pharmaceutical products, and Eloxx Pharmaceuticals,Inc.
(NASDAQ:ELOX), a clinical-stage biopharmaceutical company dedicated
to the discovery and development of novel therapeutics to treat
cystic fibrosis, cystinosis and other diseases caused by nonsense
mutations limiting production of functional proteins.
The Board has also elected Paul
Geyer as Chairman of the Audit Committee and Strategic
Activities Committee (succeeding Steve
Rubin, who will remain a member of the Audit Committee and
Strategic Activities Committee), Doug
Janzen as Chairman of the Compensation Committee (succeeding
Dr. Jane Hsiao, who will remain a
member of the Compensation Committee), and Alexei Marko as Chairman of the Governance and
Nominating Committee (replacing Steve
Rubin).
As previously disclosed, the Company is currently not in
compliance with the minimum bid price requirement set forth in the
Nasdaq Rules for Continued Listing on the Nasdaq Capital Market
(the "Listing Rules") and has been provided until July 2, 2018 (the "Initial Grace Period") to
regain compliance with Listing Rule 5550(a)(2). To regain
compliance, the Company's common shares must have a closing bid
price of at least US$1.00 for a
minimum of 10 consecutive business days. The Company sought and
received approval at its recent Annual General and Special Meeting
of Shareholders to complete, at the Board's discretion, a reverse
stock split (common share consolidation), for purposes of
attempting to regain compliance with the minimum bid price
requirement. The Nasdaq Stock Market LLC ("Nasdaq") will generally
not consider the matter prior to the end of the Initial Grace
Period. Upon the expiry of the Initial Grace Period, the Company
intends to seek an additional period of 180-days to regain
compliance, by requesting a hearing from the Nasdaq Hearings Panel,
which will ordinarily stay a delisting process until the Nasdaq
Hearings Panel renders its decision on the Company's request for an
extension (typically within a few months after the request for a
hearing is made). The Company believes that obtaining the advance
approval of its shareholders to effect a reverse stock split
provides strong support for its request for an additional 180-day
extension; however, the Company notes that shareholder approval of
the reverse stock split does not necessarily guarantee that the
Nasdaq Hearings Panel will grant it an extension to regain
compliance. The Company intends to provide further updates on its
efforts to obtain an extension to regain compliance following the
expiry of the Initial Grace Period.
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 Neovasc
Reducer™, for the treatment of refractory angina, which is not
currently available in the United
States and has been 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.
This news release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995 and applicable Canadian securities laws regarding the
Company's plans and expectations concerning the advancement of
development and commercial strategy for the Reducer and development
of the Tiara, the reverse stock split, the Company's ability to
obtain additional time to regain compliance with Nasdaq's
US$1.00 minimum bid price
requirement, the Company's strategy and expectations regarding the
process to seek an additional extension of time to regain
compliance, and the Company's ability to remain listed on the
Nasdaq Capital Market. Words and phrases such as "intends",
"continue", "strategy", "must", "look forward", "believe", "may",
"could", "should", "expect", "upon" and "will", and similar words
or expressions, are intended to identify these forward-looking
statements. 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, 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 Company's common shares 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 Management's Discussion
and Analysis for the quarter ended March 31,
2018 (copies of which may be obtained at www.sedar.com or
www.sec.gov). In particular, the Company notes that shareholder
approval of the reverse stock split does not necessarily guarantee
that the Nasdaq Hearings Panel will grant it an extension to regain
compliance with the US$1.00 minimum
bid price requirement or that, if granted, such extension will be
for the additional 180-days requested by the Company. In addition
to the specified criteria for continued listing, the Nasdaq also
has broad discretionary public interest authority that it can
exercise to apply additional or more stringent criteria for the
continued listing of the Company's common shares, or suspend or
delist securities even though the securities meet all enumerated
criteria for continued listing on the Nasdaq. There can be no
assurance that the Nasdaq will not exercise such discretionary
authority. 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.
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SOURCE Neovasc Inc.