Item 2.02    Results of Operations and Financial Condition.

Based upon preliminary estimates, Orexigen Therapeutics, Inc. (the “Company”) expects total revenues for the third quarter of 2017 to be between approximately $18.1 million and $19.1 million, including from U.S. net sales of Contrave ^® (naltrexone HCl / bupropion HCl extended release), which are expected to be between approximately $17.0 million and $18.0 million. The Company also estimates that it had approximately $70.6 million in cash, cash equivalents, and short-term investments as of September 30, 2017.

The Company has not yet completed its third-quarter financial close process and these estimates and projections are based on preliminary, unaudited projections of financial results that it expects to report for such period. These estimates and projections are not a comprehensive statement of the Company’s financial results for the quarter ended September 30, 2017 and its actual results may differ materially from those estimates and projections as a result of the completion of the Company’s financial closing procedures, final adjustments and other developments arising between now and the time that its financial results for this period are finalized.

In addition, as part of its routine quarterly close process, management is in the process of evaluating whether there are relevant conditions and events that may, in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern and to meet its obligations as they become due within one year from the date that its financial statements are expected to be issued. This evaluation includes a review of projected product sales, revenues and expenses, estimated working capital requirements and projections regarding the Company’s ability to satisfy a covenant under the indenture for its 0% convertible senior secured notes due 2020 (the “Secured Notes”) that provides note holders with a redemption right after June 30, 2018 if consolidated net product sales (as defined and measured by the indenture) for fiscal 2017 are less than $100 million. Until the Company completes its quarterly close process, it cannot guarantee, without raising additional capital, that it will conclude, in its Form 10-Q for the three months ended September 30, 2017, that there is not substantial doubt regarding the Company’s ability to continue as a going concern and to meet its obligations as they become due within one year after the third quarter 2017 financial statements are expected to be issued. The Company is currently pursuing a number of potential actions to enable the Company to address its possible liquidity requirements, including attempting to secure additional financing, negotiating waivers or amendments with holders of its Secured Notes, and attempting to pursue a merger or sale of the Company, although the Company cannot guarantee that any of these potential alternatives will be successful.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K 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 liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to Item 2.02 of this Current Report on Form 8-K.