Novelion Therapeutics Inc. (NASDAQ:NVLN) Files An 8-K Bankruptcy or Receivership
Item 1.03 Bankruptcy or Receivership.
Chapter 11 Filings
On May 20, 2019, as previously reported in Novelion Therapeutics Inc.s (the Company, we or us) Current Report on Form 8-K, filed on May 21, 2019, Aegerion Pharmaceuticals, Inc. and Aegerion Pharmaceuticals Holdings, Inc. (together, Aegerion), each a subsidiary of the Company, filed voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court).
Confirmation of Aegerions First Amended Joint Chapter 11 Plan
On September 10, 2019, the Bankruptcy Court entered an order (the Confirmation Order) confirming Aegerions First Amended Joint Chapter 11 Plan (the Plan), as modified to reflect certain resolutions agreed to among various parties. As a result of confirmation of the Plan, the Bankruptcy Court has authorized Aegerion to consummate the transactions contemplated by the Plan, including the acquisition by Amryt Pharma Plc (the Plan Investor) of 100 percent of the outstanding equity interests of reorganized Aegerion Pharmaceuticals, Inc. A meeting of the Plan Investors shareholders to consider approval of the acquisition is currently scheduled for September 19, 2019. If the Plan Investors shareholders approve the acquisition, the Plan Investor expects the closing of the acquisition to take place on or about September 24, 2019 (the Closing).
Item 8.01 Other Events.
On September 9, 2019, the Company received a notice from the Nasdaq Hearings Panel extending the automatic 15-calendar day stay of the delisting of the Companys common stock from The Nasdaq Stock Market, pending the hearing scheduled for October 3, 2019 regarding the Companys listing status and a final determination thereof.
Annual General Meeting
The Board of Directors of the Company has scheduled the Companys 2019 annual general meeting of shareholders for November 5, 2019 (the Annual Meeting) and fixed September 13, 2019 as the date of record for the determination of shareholders entitled to receive notice of, and to vote at, the Annual Meeting. The Company currently expects that, in addition to addressing routine matters of annual business at the Annual Meeting, and subject to the Closing and the completion of ongoing analysis and final approval by the Companys Board of Directors, the Company will seek shareholder approval of a proposed liquidation plan for and dissolution of the Company to the Business Corporations Act (British Columbia), including the distribution to shareholders of any remaining property of the Company. The Company anticipates filing a preliminary proxy statement for this meeting in the near term, and thereafter mailing a definitive proxy statement in connection with the Annual Meeting.
Because the date of the Annual Meeting will be more than 30 days after the first anniversary of the date of the Companys 2018 annual general meeting of shareholders, the deadlines for shareholders to submit proposals to applicable United States securities laws for consideration at the Annual Meeting have changed from the deadlines originally set forth in the Companys proxy statement for its 2018 annual general meeting of shareholders.
In light of the Companys anticipated schedule for printing and sending its proxy materials for the Annual Meeting, the Company has established September 18, 2019 as the deadline for the submission of shareholder proposals to Rule 14a-8.
Proposals and notices of proposals must be sent to the Companys registered office at c/o Norton Rose Fulbright, 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada V6B 0M3.
Cautionary Information Regarding Trading in the Companys Securities
The Company cautions that trading in the Companys securities is highly speculative and poses substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual value realized, if any, by holders of the