Current Report Filing (8-k)
03 Januar 2020 - 10:47PM
Edgar (US Regulatory)
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2019-12-30
2019-12-31
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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 31, 2019
Novelion Therapeutics Inc.
(Exact Name of Registrant as specified in
its charter)
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British Columbia, Canada
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000-17082
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98-0455702
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, without par value
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NVLNF
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OTC Markets
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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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2019, Benjamin Harshbarger resigned from his
positions as the Interim Chief Executive Officer, principal executive officer and General Counsel of Novelion Therapeutics Inc.
(the “Company”), effective immediately.
Item 8.01. Other Events.
As previously announced, on
November 18, 2019, the Company filed application materials with the Supreme Court of British Columbia (the
“Court”) seeking various orders related to the voluntary liquidation and dissolution of the Company pursuant to
the Business Corporations Act (British Columbia) (the “Liquidation”). The foregoing application is scheduled to
be heard by the Court on January 9, 2020 (the “Hearing”). If the Court grants the requested orders at the
Hearing, the Company intends to file with the British Columbia Registrar of Companies a Statement of Intent to Liquidate
indicating that, among other things, the effective date and time for the commencement of implementation of the Liquidation
(the “Effective Date”) will be January 9, 2020 at 5:00 p.m. Pacific Time.
On January 3, 2020, the Company issued
a press release providing an update on its liquidation process and related matters, including the Hearing and the Effective Date,
which press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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.
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Novelion Therapeutics Inc.
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By:
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/s/ Michael Price
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Name:
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Michael Price
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Title:
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Executive Vice President & Chief Financial Officer
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Date: January 3, 2020
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