Item 8.01. Other Events
As previously reported, on August 20, 2019, September 25, 2019 and September 26, 2019, Novelion Therapeutics Inc. (the “Company” or “Novelion”) received notices from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that Nasdaq had determined to delist the Company’s common shares based on the Company’s non-compliance with various listing requirements, including Listing Rules 5110(b) and 5250(c)(1) and under the discretionary authority granted to Nasdaq pursuant to Listing Rule 5101. The Company appealed to the Nasdaq Hearing Panel (the “Panel”), which stayed the suspension of trading and delisting of the Company’s common shares pending the disposition of the appeal, and such hearing regarding the Company’s continued listing on Nasdaq was held on October 3, 2019.
On October 7, 2019, the Nasdaq Office of General Counsel notified the Company that the Panel had determined to affirm the Staff’s decision to delist the Company’s shares from Nasdaq and that trading of the Company’s common shares will be suspended effective at the open of business on October 9, 2019. The Company does not intend to seek review of or appeal the Panel’s determination.
After the Company’s common shares are delisted by Nasdaq, it may trade on the over-the-counter market (“OTC”), including The Pink Market (the “Pink Sheets”), but only if a market maker applies to quote the Company’s common shares. There is no assurance that any market maker will decide to quote the Company’s common shares immediately following delisting by Nasdaq, or at all, and thus there is no assurance that the Company’s common shares will be eligible to trade on the OTC or the Pink Sheets. However, if the Company’s common shares trade in the U.S. on the OTC or Pink Sheets, which is a less liquid market, the Company’s shareholders’ ability to trade, or obtain quotations of the market value of, the Company’s common shares would be severely limited because of lower trading volumes and transaction delays.
Cautionary Information Regarding Trading in the Company’s Securities
The Company cautions 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.
Additional Information About the Annual General Meeting and Where to Find It
Novelion filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 3, 2019, and commenced mailing to its shareholders on October 4, 2019, a definitive proxy statement in connection with its 2019 annual general meeting of shareholders (the “Annual Meeting”) and Novelion’s plans to liquidate and matters incidental thereto (the “Liquidation Matters”). 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 the Annual Meeting and the proposed Liquidation Matters. 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 Commission’s website at www.sec.gov.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS AS AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE ANNUAL MEETING AND LIQUIDATION MATTERS.
Participants in the Solicitation
Novelion and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of Novelion in connection with the Annual Meeting and the Liquidation Matters. Information about those directors and executive officers of Novelion, including their ownership of Novelion securities, is set forth in the definitive proxy statement filed with the Commission on October 3, 2019. Investors and security holders may obtain additional information regarding the direct and indirect interests of Novelion and its directors and executive officers in the Liquidation by reading the proxy statement and other public filings referred to in this Form 8-K.
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