Novelion Therapeutics Inc. (NASDAQ:NVLN) Files An 8-K Bankruptcy or Receivership

ME Staff 8-k

5 years ago

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.

Nasdaq Matters

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

Companys securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Forward Looking and Cautionary Statements

Certain statements in this Form 8-K constitute forward-looking statements and forward-looking information within the meaning of applicable laws and regulations, including U.S. and Canadian securities laws. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Therefore, the forward-looking statements in this Form 8-K should be considered in light of the risks and uncertainties that attend such statements, including, but not limited to, whether the shareholders of the Plan Investor will approve the acquisition, the Plan Investors and Aegerions ability to consummate the transactions contemplated by the Plan, including the acquisition, within the timeframe anticipated or at all, Novelions ability to successfully hold, and the outcome of, the Annual Meeting, the state of Novelions operations and remaining assets following the acquisition, Novelions ability to effect the deconsolidation of Aegerion from its financial statements and file its Quarterly Report on Form 10-Q within the anticipated timeframe or at all, the delisting of the Companys securities from The Nasdaq Stock Market and the success of any appeal and ongoing stay associated therewith, the possibility that there will be no market for trading the Companys securities or that trading will be suspended, as well as those risks identified in the Companys filings with the U.S. Securities and Exchange Commission (the SEC), including its Current Report on Form 8-K filed on May 21, 2019 (which, in addition to identifying important risks, also includes important information about the bankruptcy proceedings and related matters) and any subsequent reports, which are available on the SECs website at www.sec.gov. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as required by law.

Investors and others should note that the Company communicates with its investors and the public using the Companys website www.novelion.com, including, but not limited to, company disclosures, investor presentations and FAQs, SEC filings, press releases, public conference call transcripts and webcast transcripts. The information that the Company posts on this website could be deemed to be material information. As a result, the Company encourages investors, the media and others interested to review the information that the Company posts there on a regular basis. The contents of the Companys website shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

About Novelion Therapeutics Inc. (NASDAQ:NVLN)

Novelion Therapeutics Inc, formerly QLT Inc., is a Canada-based biopharmaceutical company. The Company is engaged in development of new standards of care for individuals living with rare diseases. The Company is focused on advancing its portfolio of rare disease therapies by investing in science and clinical development. The Company holds a portfolio of products through its subsidiary, Aegerion Pharmaceuticals, Inc., a biopharmaceutical company dedicated to the development and commercialization of innovative therapies for patients with debilitating rare diseases. The Company’s portfolio of products include MYALEPT and JUXTAPID. The Company is also developing zuretinol acetate for the treatment of inherited retinal disease caused by underlying mutations in RPE65 or LRAT genes.