Neovasc (NVCN) Announces $11.5 Million Registered Direct Offering of Common Shares

Neovasc Inc. (NASDAQ: NVCN) announced today that it has entered into definitive agreements with certain healthcare-focused institutional investors for the sale of an aggregate of 3,883,036 common shares at a purchase price of US$2.97375 per common share in a registered direct offering (the “Offering”) priced at-the-market under Nasdaq rules for aggregate gross proceeds to the Company of approximately US$11.5 million, before deducting placement agent’s fees and estimated expenses of the Offering payable by the Company. The Offering is expected to close on or about June 16, 2020, subject to customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the Offering.

Each common share is being sold with 0.75 of a warrant (a “Warrant”). Each whole Warrant will entitle the holder to acquire one whole common share of the Company (each, a “Warrant Share”) at an exercise price of US$2.88 per share at any time prior to the date which is five years following the date of issuance.

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, the Warrants, and the Warrant Shares are being 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 prospectus supplement to the Company’s base shelf prospectus dated July 12, 2018. Neovasc will offer and sell the securities in the United States only. No securities will be offered or sold to Canadian purchasers.

A prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available for free on the SEC's website at www.sec.gov and will also be available on the Company’s profile on the SEDAR website at www.sedar.com. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the Offering may be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, or by telephone: (646) 975-6996 or by e-mail: [email protected].

Closing of the Offering will be subject to customary closing conditions, including listing of the common shares and the Warrant 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

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