Novelion Therapeutics Inc. (NASDAQ:NVLN) Files An 8-K Other Events
Item 8.01 Other Events.
On August 28, 2019, Novelion Therapeutics Inc. (the Company) received a notice from the Nasdaq Hearings Panel (the Panel) granting a 15-calendar day stay, or until September 12, 2019, of the delisting of the Companys common stock from The Nasdaq Stock Market in response to the Companys request for a hearing. Upon expiration of the stay period, the Companys common stock will be suspended from trading unless the Panel extends the stay of delisting pending the hearing. The hearing is currently scheduled for October 3, 2019.
On May 20, 2019, as previously reported in the Companys Current Report on Form 8-K, filed on May 21, 2019, (i) 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) and (ii) Aegerion entered into a Plan Funding Agreement (the Plan Funding Agreement) with Amryt Pharma Plc (the Plan Investor) setting forth the terms and conditions of the acquisition by the Plan Investor of 100 percent of the outstanding equity interests of the reorganized Aegerion Pharmaceuticals, Inc.
On August 22, 2019, as reflected in the Declaration of James Daloia of Prime Clerk LLC Regarding Solicitation of Votes and Tabulation of Ballots Cast on Debtors First Amended Joint Chapter 11 Plan, which was filed with the Bankruptcy Court, each of the three classes of creditors entitled to vote on Aegerions chapter 11 plan voted to accept the plan. There is a hearing scheduled for September 5, 2019 at which Aegerion will seek an order of the Bankruptcy Court confirming the chapter 11 plan and authorizing Aegerion to close on the transactions contemplated thereunder.
Further, on August 22, 2019, the go-shop period established to the terms of the Plan Funding Agreement expired. During the go shop period, Aegerion did not receive any superior alternative transaction proposals.
Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2019
As previously reported, as a result of the bankruptcy proceedings, the Company analyzed and evaluated the appropriate accounting treatment of its investment in Aegerion and concluded that Aegerions financials should be deconsolidated from the Companys financial statements (the Deconsolidation), commencing with the Companys interim financial statements for the quarter ended June 30, 2019. As required, on August 12, 2019, the Company filed a Form 12b-25 with the Securities and Exchange Commission which reported that it would not be in a position to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (Form 10-Q) because of the significant work required to effect the Deconsolidation and the other demands associated with the bankruptcy proceedings. The Company is diligently proceeding with its accounting efforts to effect the Deconsolidation and intends to file its Form 10-Q as soon as that work has been completed, which the Company currently expects will be in the fourth quarter of 2019.
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, the Companys ability to effect the Deconsolidation within the timeframe anticipated or at all, the Bankruptcy Courts confirmation of the chapter 11 plan and