NVLN Novelion Therapeutics Inc

 

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): March 18, 2016

 

 

QLT Inc.

(Exact Name of Registrant as specified in its charter)

 

 

 

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (604) 707-7000

 

Not Applicable

(Registrant’s 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 (see General Instruction A.2. below):

 

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))

 

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders

 

On March 18, 2016, QLT Inc. (“QLT” or the “Company”) held a special meeting of shareholders in Vancouver, British Columbia (the “Special Meeting”).  At the Special Meeting, QLT shareholders voted to approve a reorganization of QLT’s share capital (the “Share Reorganization”) pursuant to a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia).  The final voting results of the shareholder approval are set forth below.

 

FOR		WITHHELD		AGAINST
36,076,806		17,337		54,725

 

Item 8.01. Other Events.

 

On March 21, 2016, the Company issued a press release announcing (i) the results from the Special Meeting, (ii) receipt of final approval from the Supreme Court of British Columbia regarding the statutory plan of arrangement providing for the Share Reorganization and (iii) an update regarding the expected date of completion of QLT’s previously announced special distribution (the “Special Distribution”) of common shares (the “Aralez Shares”) of Aralez Pharmaceuticals Inc. (“Aralez”), or cash in lieu thereof, to QLT shareholders.  The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this press release constitute “forward-looking statements” of QLT within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute “forward-looking information” within the meaning of applicable Canadian securities laws.  Forward looking statements include, but are not limited to, statements concerning the Special Distribution of the Aralez Shares (or cash in lieu) to QLT shareholders, statements regarding the expected timetable for completing the Special Distribution, including the timing of the Due Bill Period and the distribution date, the effect of the Special Distribution on QLT and the QLT Shares (including the tax consequences thereof) and any other statements regarding QLT’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could,” “potential,” “continue,” “ongoing,” “upside,” “increases,” and “potential” and similar expressions.  All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements.  Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to complete the Special Distribution, including the timing of the Due Bill Period and the distribution date; and uncertainties relating to QLT’s development plans, timing and results of the clinical development and commercialization of QLT’s products and technologies.  Additional information concerning these and other factors can be found in QLT’s filings with the SEC, including QLT’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. QLT assumes no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking that speak only as of the date hereof.

 

2

 

SIGNATURE

 

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

 

QLT INC.
By:	/s/ Glen Ibbott
Name:	Glen Ibbott
Title:	Senior Vice President, Finance and Chief Financial Officer

 

Date: March 21, 2016

 

3

Exhibit 99.1

 

 

News release

 

QLT PROVIDES UPDATE ON SPECIAL DISTRIBUTION TO SHAREHOLDERS

 

For Immediate Release

March 21, 2016

 

VANCOUVER, CANADA — QLT Inc. (NASDAQ:QLTI) (TSX:QLT) (“QLT”) is providing an update on its previously announced special distribution (the “Special Distribution”) of common shares (the “Aralez Shares”) of Aralez Pharmaceuticals Inc. (“Aralez”), or cash in lieu thereof, to QLT shareholders.

 

In connection with the Special Distribution, on February 5, 2016, QLT acquired the Aralez Shares and QLT shareholders were given the opportunity to elect to receive cash in lieu of their pro rata entitlement to Aralez Shares, up to a maximum aggregate amount of US$15 million, subject to proration.  The cash election was over-subscribed and, accordingly, the entitlement to cash by QLT shareholders who elected to receive cash in lieu of Aralez Shares will be prorated by approximately 50% and such QLT shareholders will receive Aralez Shares for the remainder of their entitlement.  QLT has also completed the sale of certain Aralez Shares to third party purchasers in order to fund the US$15 million cash component.

 

The Special Distribution will be implemented as part of a reorganization of QLT’s share capital pursuant to a statutory plan of arrangement (the “Share Reorganization”), which was approved by the QLT shareholders at a special meeting held on March 18, 2016 in Vancouver, Canada with 99.8% of the QLT common shares voted at the special meeting voting in favour.  The statutory plan of arrangement providing for the Share Reorganization received final approval of the Supreme Court of British Columbia today.

 

QLT previously stated that the Special Distribution would complete on or about March 22, 2016.  Due to certain SEC filing requirements of Aralez, the Special Distribution will not be completed on March 22, 2016.  QLT will publicly announce the completion date of the Special Distribution promptly following the time it is established.

 

Due Bill Trading Procedures

 

In accordance with the rules of the Toronto Stock Exchange and NASDAQ, “due bill” trading procedures are being applied in connection with the Special Distribution.  Pursuant to these procedures, automated systems are tracking any trading of QLT common shares (“QLT Shares”) in the period between the second trading day prior to the record date for the Special Distribution, being February 11, 2016, and the date on which the Special Distribution completes (the “Due Bill Period”).  The QLT Shares will commence trading on an “ex-distribution” basis on the trading date following completion of the Special Distribution, as of which date purchases of QLT Shares will no longer have an attaching right to the Special Distribution.  The “due bills” will be redeemed once all trades with attached “due bills” entered during the Due Bill Period have settled.  As set out above, QLT will advise the market as soon as these dates have been established.

 

 

About QLT

 

QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical needs of patients and clinicians worldwide.  We are focused on developing our synthetic retinoid program for the treatment of certain inherited retinal diseases.

 

QLT’s head office is based in Vancouver, Canada and the Company is publicly traded on NASDAQ Stock Market (symbol: QLTI) and the Toronto Stock Exchange (symbol: QLT).  For more information about the Company’s products and developments, please visit our website at www.qltinc.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this press release constitute “forward-looking statements” of QLT within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute “forward-looking information” within the meaning of applicable Canadian securities laws.  Forward looking statements include, but are not limited to, statements concerning the Special Distribution of the Aralez Shares (or cash in lieu) to QLT shareholders, statements regarding the expected timetable for completing the Special Distribution, including the timing of the Due Bill Period and the distribution date, the effect of the Special Distribution on QLT and the QLT Shares (including the tax consequences thereof) and any other statements regarding QLT’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “would,” “could,” “potential,” “continue,” “ongoing,” “upside,” “increases,” and “potential” and similar expressions.  All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements.  Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to complete the Special Distribution, including the timing of the Due Bill Period and the distribution date; and uncertainties relating to QLT’s development plans, timing and results of the clinical development and commercialization of QLT’s products and technologies.  Additional information concerning these and other factors can be found in QLT’s filings with the SEC, including QLT’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. QLT assumes no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking that speak only as of the date hereof.

 

QLT Inc. Contacts:

 

For Investors:

 

Andrea Rabney or David Pitts

Argot Partners

P: 212-600-1902

andrea@argotpartners.com

david@argotpartners.com

 

For Media:

 

Chuck Burgess or Mike Pascale

Abernathy MacGregor

P:212-371-5999

clb@abmac.com

mmp@abmac.com