Nivalis Therapeutics, Inc. (NASDAQ:NVLS) Files An 8-K Other Events

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Nivalis Therapeutics, Inc. (NASDAQ:NVLS) Files An 8-K Other Events
Item 8.01 Other Events.

On June 2, 2017, Nivalis Therapeutics, Inc. (“Nivalis”) issued a press release announcing that it has set a date for a special meeting of its stockholders to vote on matters related to the previously announced proposed merger with Alpine Immune Sciences, Inc. (“Alpine”). The special meeting will be held at 1:30 p.m. Mountain time on July 19, 2017, at the offices of Ballard Spahr LLP, 5480 Valmont Road, Suite 200, Boulder, Colorado 80301. Nivalis stockholders of record as of the close of business on May 26, 2017, are entitled to receive notice of, and to vote at, the special meeting.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Nivalis has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), including a proxy statement/prospectus/information statement, but the registration statement has not yet become effective. The proxy statement/prospectus/information statement and any other relevant documents filed by Nivalis with the SEC may be obtained free of charge through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the SEC by Nivalis by directing a written request to: Nivalis Therapeutics, Inc., PO Box 18387, Boulder, Colorado 80308, Attention: Investor Relations. Investors and stockholders are urged to read the proxy statement/prospectus/information statement and the other relevant materials before making any voting or investment decision with respect to the proposed merger.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Participants in the Solicitation

Nivalis and Alpine, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Nivalis’ directors and executive officers is included in Nivalis’ Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 13, 2017, and the proxy statement for Nivalis’ 2017 annual meeting of stockholders, filed with the SEC on April 6, 2017. Additional information regarding these persons and their interests in the transaction is included in the proxy statement/prospectus/information statement referred to above.

Item 9.01 Financial Statements and Exhibits.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K.

 

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About Nivalis Therapeutics, Inc. (NASDAQ:NVLS)

Nivalis Therapeutics, Inc. is a clinical-stage pharmaceutical company. The Company discovers, develops and commercializes product candidates for patients with cystic fibrosis (CF). It focuses on utilizing its S-nitrosoglutathione reductase (GSNOR) inhibitor portfolio to develop therapeutics for other diseases. It operates through discovering and development of potential drugs segment. Its operations are focused on discovery and development of its portfolio of GSNOR inhibitors, including N91115. Its product candidate, N91115, is a small molecule compound that addresses a defect in the cystic fibrosis transmembrane conductance regulator (CFTR) resulting from mutations in the CFTR gene, the underlying cause of CF. The Company is conducting a Phase II clinical trial designed to demonstrate the safety of a triple therapy of N91115 along with lumacaftor/ivacaftor in over 130 adult CF patients homozygous for F508del.

Nivalis Therapeutics, Inc. (NASDAQ:NVLS) Recent Trading Information

Nivalis Therapeutics, Inc. (NASDAQ:NVLS) closed its last trading session up +0.03 at 2.32 with 50,321 shares trading hands.