SEC Form SC 13G filed

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Neovasc Inc.

(Name of Issuer)

Common shares, no par value per share

(Title of Class of Securities)

64065J304

(CUSIP Number)

February 10, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.

Neovasc Inc. (the “Issuer”)

Suite 5138 - 13562 Maycrest Way

Richmond, British Columbia, Canada, V6V 2J7

This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

Common shares, no par value per share, of the Issuer (the “Common Stock”).

64065J304

Not applicable.

(a) and (b):

(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on February 10, 2021 (the “SPA”) (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on February 10, 2021), each of the Reporting Persons may have been deemed to have beneficial ownership of 3,321,503 shares of Common Stock which consisted of (i) 2,250,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 1,071,503 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal Warrant 1”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 29,926,776 shares of Common Stock outstanding prior to the execution of the SPA as reported to the Reporting Persons by the Issuer, plus (2) 2,250,000 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 1,071,503 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 53,497 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (II) 504,414 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (III) 510,153 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock and (IV) 270,198 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 4,659,765 shares of Common Stock.

(ii) As of the close of business on February 19, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,409,765 of Common Stock which consisted of (i) 1,125,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (ii) 504,414 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, (iii) 510,153 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 and (iv) 270,198 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4, and all such shares of Common Stock represented beneficial ownership of approximately 3.5% of the Common Stock, based on (1) 29,926,776 shares of Common Stock outstanding prior to the execution of the SPA as reported to the Reporting Persons by the Issuer, plus (2) 36,000,000 shares of Common Stock issued at the closing of the transaction contemplated by the SPA, (3) 1,125,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (4) 504,414 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, (5) 510,153 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 and (6) 270,198 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4.

(c) Number of shares as to which each Reporting Person has:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 19, 2021

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: February 19, 2021

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