Neovasc (NVCN) Consolidates and Extends Convertible Debt

March 24, 2022 9:06 AM EDT

Neovasc Inc. (NASDAQ: 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, pursuant to a Restated Securities Purchase Agreement with Strul Medical Group LLC (“SMG”), on a private placement basis (the “Private Placement”), it has issued an amended and restated convertible note (the “2022 Restated Note”).

The 2022 Restated Note was issued in an aggregate principal amount of $13,000,000 and consolidates the amount owed by the Company under certain convertible notes the Company issued to SMG in 2019 and 2020. The Company paid out in cash an additional amount of $290,961 that was owed under the 2019 and 2020 notes.

The 2022 Restated Note matures on December 31, 2025 (the “Maturity Date”) and bears interest at a rate of 9% per annum, compounded quarterly, a portion of which is payable in cash at the end of June and December annually and the rest due on the Maturity Date. The 2022 Restated Note is convertible into common shares of the Company (the “Common Shares”) at a price of $1.00 per Common Share for up to 15,674,184 Common Shares comprised of the principal amount and accrued and unpaid interest. The 2022 Restated Note is subject to a four month and one day hold period.

The transaction was conducted in accordance with Section 602.1 of the TSX Company Manual, which provides that the Toronto Stock Exchange will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange, such as the Nasdaq Capital Market (the “Nasdaq”).

“We are very pleased to continue with our support of Neovasc as they advance their development strategies for both Reducer and Tiara," said Aubrey Strul, a Principal of SMG. "We continue to have confidence in Fred and the Neovasc team to achieve critical milestones during the term of the Note."

“This is an important development for our cash requirements in the coming years. It combines and extends the terms of our current notes with the SMG beyond our targeted date for the readout of our COSIRA II clinical study and an anticipated decision from the FDA on our application for approval to commercialize the Reducer in the United States,” stated Fred Colen, President and Chief Executive Officer of Neovasc. “We have reviewed opportunities, that might generally be available to us in the debt market, and given our company status and market conditions, we came to the conclusion that this debt restructuring agreement with the SMG is the best option available to Neovasc.”

This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. The securities have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.



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