NEPHROGENEX, INC. (OTCMKTS:NRXGQ) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
(the Company) 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).
(1) a proposed plan of reorganization (as may be amended,
modified or supplemented from time to time, the Proposed Plan)
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 (as may be
amended, modified or supplemented from time to time, the Proposed
Disclosure Statement) and (3) a related proposed liquidating
trust agreement (as may be amended, modified or supplemented from
time to time, the Proposed Liquidating Trust Agreement and,
together with the Proposed Plan and Proposed Disclosure
Statement, the Proposed Plan Documents).
Statement and related Proposed Liquidating Trust Agreement are
attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3,
respectively. Information contained in the Proposed Plan
Documents is subject to change, whether as a result of amendments
to the Proposed Plan Documents, third-party actions, or
otherwise. The Proposed Plan is subject to acceptance by certain
of the Companys creditors (as and to the extent required under
the Bankruptcy Code) and confirmation by the Bankruptcy Court.
There can be no assurances that the requisite acceptances to the
Proposed Plan can be obtained from the Companys creditors, that
the Bankruptcy Court will approve the Proposed Disclosure
Statement or that the Bankruptcy Court will confirm the Proposed
Plan.
of the Proposed Plan until the Bankruptcy Court approves the
Proposed Disclosure Statement as providing adequate information
of a kind, and in sufficient detail, as far as is reasonably
practicable in light of the nature and history of the Company and
the condition of the Companys books and records, that would
enable a hypothetical investor typical of the holders of claims
against and interests in the Company to make an informed judgment
about the Proposed Plan. The Bankruptcy Court has not yet
approved the Proposed Disclosure Statement. Accordingly, this
Current Report on Form 8-K is not intended to be, nor should it
be construed as, a solicitation for a vote on the Proposed Plan.
common stock would be cancelled upon effectiveness of the
Proposed Plan, and the Companys stockholders would not receive or
retain any distribution or other property on account of their
shares.
(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.
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.
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.
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.
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.
Exhibit No.
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Description
|
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99.1
|
Proposed Plan of Reorganization of NephroGenex, Inc.,
dated February 17, 2017 |
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99.2
|
Proposed Disclosure Statement with Respect to Proposed
Plan of Reorganization of NephroGenex, Inc., dated February 17, 2017 |
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99.3
|
Proposed Liquidating Trust Agreement with Respect to
Proposed Plan of Reorganization of NephroGenex, Inc. |
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 00.0000 at 0.0100 with 822,951 shares trading hands.