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

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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) 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 December 16, 2016, the Company filed with the Bankruptcy Court
(1) a proposed plan of liquidation (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 and (2) a related
proposed disclosure statement (as may be amended, modified or
supplemented from time to time, the “Proposed Disclosure
Statement”).
Copies of the filed Proposed Plan and related Proposed Disclosure
Statement are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively. Information contained in the Proposed Plan and the
Proposed Disclosure Statement is subject to change, whether as a
result of amendments to the Proposed Plan, third-party actions, or
otherwise. The Proposed Plan is subject to acceptance by certain of
the Company’s 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 Company’s creditors, that the
Bankruptcy Court will approve the Proposed Disclosure Statement or
that the Bankruptcy Court will confirm the Proposed Plan.
The Bankruptcy Code does not permit solicitation of acceptances 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 Company’s books and records, that would enable a hypothetical
investor typical of the holders of claims against the Company to
make an informed judgment about the Proposed Plan. The Bankrupty
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.
Under the terms of the Proposed Plan, all shares of the Company’s
common stock would be cancelled upon effectiveness of the Proposed
Plan, and the Company’s stockholders would not receive or retain
any distribution or other property on account of their shares.
Cautionary Statements Regarding Forward-Looking Statements
This current report on Form 8-K and Exhibit 99.1 and 99.2
(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
Proposed Plan of Liquidation of NephroGenex, Inc.,
dated December 16, 2016
99.2
Proposed Disclosure Statement with Respect to Proposed
Plan of Liquidation of NephroGenex, Inc., dated
December 16, 2016


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 up +0.00080 at 0.00680 with 822,951 shares trading hands.