Novelion Therapeutics Inc. (NASDAQ:NVLN) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported in the Current Reports on Form 8-K of Novelion Therapeutics Inc. (the Company or Novelion) on May 21, 2019, September 11, 2019 and September 25, 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) on May 20, 2019 and, on September 10, 2019, the Bankruptcy Court entered an 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 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. The Plan Investors shareholders approved the acquisition at a meeting held for that purpose on September 19, 2019 and the acquisition was completed on September 24, 2019 (the Closing).
On September 25, 2019, the Company received a letter from the Listing Qualifications Staff (Staff) of The Nasdaq Stock Market LLC (Nasdaq), notifying the Company that Nasdaq has determined an additional basis for delisting the Companys common stock from the Nasdaq Global Select Market to the Staffs discretionary authority under Listing Rule 5101. The letter stated that the Staffs determination was based on its belief that, subsequent to the Closing, the Company no longer has an operating business and is a public shell.
On September 26, 2019, the Company received another letter from the Staff, notifying the Company that because certain directors resigned from their respective positions as members of the Board of Directors of the Company and from all committees thereof effective at the Closing, the Company no longer complies with Nasdaqs audit committee requirement set forth in Listing Rule 5605.
As previously reported, the Company has a hearing scheduled with the Nasdaq Hearings Panel (the Panel) for October 3, 2019, requesting that the Panel permit the Company to maintain its Nasdaq listing, despite the Companys non-compliance with various listing requirements, at least until the Companys upcoming annual general meeting at which it will ask shareholders to consider and approve, among other things, a plan of liquidation for the Company. The Company will assess what, if any, additional steps should be taken by, or are available to, the Company with respect to its continued listing on the Nasdaq Global Select Market subsequent to that hearing. The Company can provide no assurance as to the outcome of any appeal or that the Company can regain or maintain compliance with the Nasdaq Listing Rules and the Companys securities may be delisted from Nasdaq.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon and in connection with the Closing, Barbara Chan is no longer serving as the Principal Accounting Officer of Novelion. Michael Price, the Companys Executive Vice President and Chief Financial Officer, will be performing the functions of Principal Accounting Officer for Novelion.
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.
Additional Information About the Proposed Transaction and Where to Find It
Novelion has filed with the U.S. Securities and Exchange Commission (the Commission) a preliminary proxy statement and plans to file and mail to its shareholders a definitive proxy statement in connection with its annual general meeting of shareholders and its proposed voluntary liquidation and dissolution. Security holders of Novelion are urged to read the proxy statement and the other relevant materials as and when they become available because such materials contain important information about Novelions annual general meeting of shareholders and its proposed voluntary liquidation and dissolution. The proxy statement and other relevant materials (when they become available), and any and all other documents filed by Novelion with the Commission, may be obtained free of charge at the Commissions website at www.sec.gov.