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EX-99.1 - EX-99.1 - NOVELION THERAPEUTICS INC. | a18-21094_1ex99d1.htm |
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): August 21, 2018
Novelion Therapeutics Inc.
(Exact Name of Registrant as specified in its charter)
British Columbia, Canada |
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000-17082 |
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98-0455702 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
c/o Norton Rose Fulbright
1800 - 510 West Georgia Street, Vancouver, BC V6B 0M3 Canada
(Address of principal executive offices)
Registrants telephone number, including area code: (877) 764-3131
Not Applicable
(Registrants name or former address, if change 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 2.05. Costs Associated with Exit or Disposal Activities.
On August 21, 2018, Novelion Therapeutics Inc. (the Company) committed to a cost-reduction plan, as part of the Companys next phase of operational improvements, that includes a reduction of approximately 36% of the Companys workforce and other cost control measures that the Company expects will reduce its remaining 2018 operating expenses by approximately $20 million and its 2019 operating expenses by approximately $35 million. These cost-reduction plans are part of a broad program designed to allow the Company to focus on its two commercial products, and are intended to create a pathway to positive cash flow for the Company and to enhance the Companys ability to leverage its flexible capital structure and restructure the outstanding convertible notes of the Companys operating subsidiary, Aegerion Pharmaceuticals, Inc. The actions associated with this program are expected to be largely completed in the third quarter of 2018.
As a result of the headcount reduction and cost control measures, the Company estimates that it will incur charges of approximately $1.5 million in the third quarter of 2018, which include termination benefits principally comprised of severance payments, that will result in future cash expenditures over approximately the next 12 months.
Item 7.01 Regulation FD.
A copy of the press release announcing the Companys cost-reduction plans is furnished with this report as Exhibit 99.1.
Exhibit 99.1 attached hereto is intended to be 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward Looking Statements
Certain statements in this report constitute forward-looking statements of the Company within the meaning of applicable laws and regulations and constitute forward-looking information within the meaning of applicable securities laws. Any statements contained herein which do not describe historical facts, including statements regarding expectations for the cost-reduction plans, including the estimated reduction in operating expenses, creating a pathway to positive cash flow and enhancing the Companys ability to address its capital structure, and the timing of completion of the plan and anticipated termination benefits 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 the Companys filings with the U.S. Securities and Exchange Commission (the Commission), including under the heading Risk Factors in our Annual Report on Form 10-K for the year-ended December 31, 2017, and subsequent filings, with the Commission, available on the Commissions website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect the Companys results of operations, profitability and cash flows, which would, in turn, have a significant and adverse impact on the Companys stock price. The Company cautions investors 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, the Company 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.
This report also contains forward-looking information that constitutes financial outlooks within the meaning of applicable Canadian securities laws. This information is provided to give investors general guidance on managements current expectations of certain factors affecting our business, including the Companys financial results. Given the uncertainties, assumptions and risk factors associated with this type of information, including those described above, investors are cautioned that the information may not be an appropriate subject of reliance for other purposes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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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.
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Novelion Therapeutics Inc. | |
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By: |
/s/ Benjamin Harshbarger |
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Name: |
Benjamin Harshbarger |
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Title: |
General Counsel |
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Date: August 23, 2018 |
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