Item 7.01.
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Regulation FD Disclosure.
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As previously reported, on March 12, 2018, Orexigen
Therapeutics, Inc. (the Company) filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the
Bankruptcy Court) (Case
No. 18-10518).
On March 27, 2018, the Company filed
its initial monthly operating report (the Initial Monthly Operating Report) with the Bankruptcy Court, a copy of which is attached hereto as Exhibit 99.1.
Cautionary Statements Regarding the Initial Monthly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Initial Monthly
Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Initial Monthly Operating Report is limited in scope and has been prepared solely for
the purpose of complying with requirements of the Bankruptcy Court. The Initial Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The
financial information in the Initial Monthly Operating Report is not prepared in accordance with accounting principles generally accepted in the United States (GAAP) and, therefore, may exclude items required by GAAP, such as certain
reclassifications, eliminations, accruals, valuations and disclosures. The Initial Monthly Operating Report also relates to periods which are different from the historical periods required in the Companys reports pursuant to the Securities
Exchange Act of 1934, as amended (the Exchange Act).
Cautionary Statements Regarding Trading in the Companys Securities
The Companys securityholders are cautioned that trading in the Companys securities during the pendency of the Chapter
11 process will be highly speculative and will pose substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys Chapter 11 process.
Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Cautionary Statement Regarding
Forward-Looking Statements
This Current Report on Form
8-K
and Exhibit 99.1 hereto
(collectively, this Current Report) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future
results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Companys management. We often use words such as anticipate, estimate,
expect, project, intend, plan, believe, may, predict, will, would, could, should, target and similar
expressions to identify forward-looking statements. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred
referenced in this Current Report should be considered forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others,
the potential adverse impact of the Chapter 11 filings on our liquidity or results of operations, changes in our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, the
outcome or timing of the Chapter 11 process, the effect of the Chapter 11 filings or related proposed asset sale on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in
connection with the Chapter 11 process and the timing or amount of any distributions to the Companys stakeholders. Many of such factors relate to events and circumstances that are beyond the Companys control. You should not place undue
reliance on forward-looking statements. The Company does not assume any obligation to update the information contained in this Current Report.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form
8-K,
the information in this Item 7.01 is being
furnished for informational purposes only and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the
materiality of any information required to be disclosed solely by Regulation FD.
Additional Information regarding the Chapter 11 Case
Additional information about the Chapter 11 process and proposed asset sale, as well as other documents related to the restructuring and
reorganization proceedings, is available through the Companys claims agent Kurtzman Carson Consultants LLC at
www.kccllc.net/orexigen
. Information contained on, or that can be accessed through, such web site or the Bankruptcy
Courts web site is not part of this Current Report.