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NEPHROGENEX, INC. (OTCMKTS:NRXGQ) Files An 8-K Regulation FD Disclosure

NEPHROGENEX, INC. (OTCMKTS:NRXGQ) Files An 8-K Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure.

As previously announced, on April 30, 2016, NephroGenex, Inc.
(the Company or NephroGenex) filed a voluntary petition for
relief (the Chapter 11 Filing) under Chapter 11 of Title 11 of
the United States Code (the Bankruptcy Code) in the United States
Bankruptcy Court for the District of Delaware (the Bankruptcy
Court).
On February 17, 2017, as previously disclosed, the Company filed
with the Bankruptcy Court (1) a proposed plan of reorganization
for the resolution of the outstanding claims against and
interests in the Company to section 1121(a) of the Bankruptcy
Code, (2) a related proposed disclosure statement and (3) a
related proposed liquidating trust agreement. On March 23, 2017,
the Bankruptcy Court issued an order approving a modified version
of the previously filed disclosure statement (the Disclosure
Statement). In addition, a modified version of the previously
filed proposed plan of reorganization (as amended, modified or
supplemented from time to time, the Plan), was filed with the
Bankruptcy Court as an exhibit to the Disclosure Statement.
As previously disclosed, on April 21, 2017, the Company filed
with the Bankruptcy Court a plan supplement (together with all
exhibits thereto, the Plan Supplement) to the Plan. The Plan
Supplement includes draft versions of certain documents related
to the Plan and referenced therein, including, among other
things, (1) forms of organizational and governing documents of
reorganized NephroGenex; (2) a list of the initial directors and
officers of reorganized NephroGenex; (3) a schedule of executory
contracts to be assumed by reorganized NephroGenex; (4) a
non-exclusive list of retained causes of action; and (5) a
schedule of retained avoidance actions.
On May 10, 2017, the Bankruptcy Court entered an order confirming
the Plan (the Confirmation Order).
The following is a summary of certain material terms of the Plan,
as confirmed by the Bankruptcy Court. This summary is qualified
in its entirety by reference to the Plan and the Confirmation
Order. Capitalized terms used but not defined herein shall have
the meanings set forth in the Plan.
Under the Plan, the Company will be reorganized (the Reorganized
Company) and all of the Reorganized Companys new shares of common
stock will be issued to Medpace, Inc. (Medpace) in full
satisfaction, settlement, release and discharge of, and in
exchange for, Medpaces Allowed General Unsecured Claim . The Plan
generally provides for the payment in full, in cash, to holders
of Allowed Administrative Claims, Allowed Priority Tax Claims,
Allowed Miscellaneous Secured Claims and Allowed Priority Non-Tax
Claims. The Plan also provides that holders of Allowed General
Unsecured Claims will receive their pro rata share of the
Liquidating Trust Interests.
On the Effective Date and to the Plan and Confirmation Order, (1)
all Interests in the Company will be deemed automatically
cancelled, released and extinguished without further action by
the Company or the Reorganized Company, (2) members of the board
of directors of the Company will be deemed to have resigned, (3)
the Companys remaining cash will be transferred from the Company
to the Liquidating Trust, to fund, among other things, the
Administrative Claims Reserve, the Professional Fee Reserve and
payments for holders of Allowed General Unsecured Claims and (4)
the Reorganized Company will be capitalized as necessary by
Medpace to enable the Reorganized Company to conduct its business
operations.
A copy of the Confirmation Order, to which the Plan is annexed,
is attached hereto as Exhibit 99.1, and is incorporated herein by
reference. The Plan is not yet effective. In accordance with the
Plan, the Plan will become effective upon the satisfaction or
waiver of certain conditions precedent. The Company currently
anticipates that the Effective Date of the Plan will occur on May
24, 2017.
Cautionary Statements Regarding Forward-Looking Statements
This current report on Form 8-K and Exhibit 99.1, 99.2 and 99.3
(collectively, this Current Report) hereto contain certain
statements that may be deemed to be forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. In some
cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including the terms believes,
estimates, anticipates, expects, plans, intends, may, could,
might, will, should, approximately or, in each case, their
negative or other variations thereon or comparable terminology,
although not all forward-looking statements contain these words.
They appear in a number of places throughout this Current Report
and include statements regarding our intentions, beliefs,
projections, outlook, analyses or current expectations
concerning, among other things, the strength and breadth of our
intellectual property, expectations regarding financial
condition, liquidity, the length of time that we will be able to
continue to fund our operating expenses and capital expenditures
and our previously announced bankruptcy proceeding.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events, competitive
dynamics, and healthcare, regulatory and scientific developments
and depend on the economic circumstances that may or may not
occur in the future or may occur on longer or shorter timelines
than anticipated. Although we believe that we have a reasonable
basis for each forward-looking statement contained herein, we
caution you that forward-looking statements are not guarantees of
future performance and that our actual results of operations,
financial condition and liquidity, and the development of the
industry in which we operate may differ materially from the
forward-looking statements contained in the presentation as a
result of, among other factors, the factors referenced in the
Risk Factors section of our Annual Report on Form 10-K filed with
the Securities and Exchange Commission during March 2016. Any
forward-looking statements that we make herein speak only as of
the date of such statement, and we undertake no obligation to
update such statements to reflect events or circumstances after
the date of the presentation, except as required by law.
You should read carefully our Cautionary Note Regarding
Forward-Looking Statements and Industry Data and the factors
described in the Risk Factors sections of our Annual Report on
Form 10-K to better understand the risks and uncertainties
inherent in our business.
Additional Information Regarding the Chapter 11 Filing
Information about the Chapter 11 process, as well as court
filings and other documents related to the reorganization
proceedings, is available through the Companys claims agent,
Kurtzman Carson Consultants LLC, at www.kccllc.net/NephroGenex.
Information contained on, or that can be accessed through, such
web site or the Bankruptcy Courts web site is not part of this
Current Report.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01 is being furnished for
informational purposes only and shall not be deemed filed for
purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section, nor shall such information be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as otherwise expressly
stated in such filing. The filing of this Current Report will not
be deemed an admission as to the materiality of any information
required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Confirmation Order of the United States Bankruptcy
Court for the District of Delaware, dated May 10, 2017

About NEPHROGENEX, INC. (OTCMKTS:NRXGQ)
NephroGenex, Inc. is a pharmaceutical company. The Company is focused on the development of therapeutics to treat kidney disease. The Company has paused the clinical program of its product candidate, oral Pyridorin, for the treatment of diabetic nephropathy. The Company was primarily focused on the Phase III Pyridorin program, and other planned clinical and nonclinical studies and other work needed to submit Pyridorin for acute kidney injury (AKI), as well as the treatment of diabetic nephropathy in patients with Type II diabetes for regulatory approval in the United States and Europe. The Company has not generated any revenues. NEPHROGENEX, INC. (OTCMKTS:NRXGQ) Recent Trading Information
NEPHROGENEX, INC. (OTCMKTS:NRXGQ) closed its last trading session 00.00000 at 0.00288 with shares trading hands.

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