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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): December 11, 2019

 

 

 

Novelion Therapeutics Inc.

(Exact Name of Registrant as specified in its charter)

 

 

 

 

British Columbia, Canada   000-17082   98-0455702

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

c/o Norton Rose Fulbright

1800 - 510 West Georgia Street, Vancouver, BC V6B 0M3 Canada

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (877) 764-3131

 

N/A

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares, without par value   NVLNF   OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

Novelion Therapeutics Inc. (the “Company”) issued a press release on December 11, 2019 providing an update on its liquidation process, which is attached hereto as Exhibit 99.1.

 

The information in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

     
Exhibit No.   Description
99.1   Press Release, dated December 11, 2019 (furnished).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Novelion Therapeutics Inc.
   
     
  By: /s/ Michael Price
  Name:  Michael Price
  Title: Executive Vice President & Chief Financial Officer

 

Date:  December 11, 2019

 

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Exhibit 99.1

 

 

 

Novelion Therapeutics Provides Update
on Effective Date of Liquidation

 

VANCOUVER, British Columbia, December 11, 2019 – Novelion Therapeutics Inc. (Ticker: NVLNF) (“Novelion” or the “Company”) today announced that a hearing date has not yet been scheduled for consideration of the Company’s application materials, filed on November 18, 2019 with the Supreme Court of British Columbia (the “Court”), relating to Court orders sought by the Company in connection with the Company’s voluntary liquidation and dissolution (the “Liquidation”). As previously announced, the Company expects that such hearing date, once assigned, will also serve as the effective date of commencement of the Liquidation (the “Effective Date”). The Company intends to publicly announce the date of the hearing (and related Effective Date) as promptly as practicable after such date is received.

 

Cautionary Information Regarding Trading in the Company’s Securities

 

The Company continues to caution that trading in the Company’s securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. The Company’s profile on the OTC marketplace notes that the Company is delinquent in its reporting obligations with the U.S. Securities and Exchange Commission (the ”SEC”) and that it is designated as “Pink Limited Information.”

 

Forward-Looking Statements

 

Certain statements in this press release constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable laws and regulations, including U.S. and Canadian securities laws. Any statements contained herein which do not describe historical facts, including, but not limited to, those relating to the scheduling of the Court hearing, the establishment of the Effective Date and the public announcement thereof, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, those risks identified in Novelion’s filings with the SEC, including the definitive proxy statement filed on October 3, 2019, all of which are available on the SEC’s website at www.sec.gov. Novelion cautions investors and others not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, Novelion undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.

 

CONTACT:

 

Michael Price

Executive Vice President and Chief Financial Officer

Novelion Therapeutics Inc.

857-242-5024

investors@novelion.com