Item 1.03.
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Bankruptcy or Receivership.
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As previously disclosed, 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 May 17, 2019, the Bankruptcy Court entered an order (the Confirmation Order) confirming the Debtors Modified Amended Plan of Liquidation (the Plan of
Liquidation) filed by the Company. A copy of the Plan of Liquidation is filed as Exhibit 2.1 to this Current Report on Form
8-K
and incorporated by reference into this Item 1.03.
Summary of Plan
The Plan of
Liquidation, as confirmed by the Bankruptcy Court, creates seven classes of claims against and interests in the Company. Holders of allowed claims in Class 1 (Priority Claims), Class 2 (Other Secured Claims), Class 3 (Prepetition
Secured Noteholder Claims), and Class 4 (General Unsecured Claims), are entitled to receive distributions under the Plan of Liquidation. If all General Unsecured Claims are paid in full (which is not anticipated), holders of allowed claims in
Class 5 (Prepetition Secured Noteholder Subordinated Deficiency Claim) would be entitled to receive a distribution under the Plan of Liquidation. In addition, the Company will be paying Administrative Expense Claims, Professional Fee Claims and
Priority Tax Claims under the Plan of Liquidation. Pursuant to the Plan of Liquidation, upon the effectiveness thereof, a wind down entity will be formed in the form of a liquidating trust to liquidate the Companys remaining assets and pursue
certain causes of action held by the Company and other recoveries for the benefit of unsecured creditors and the Companys prepetition secured noteholders, as applicable. The Plan of Liquidation also implements the terms of certain settlements
among various creditor constituencies, without which the Company believes recoveries to creditors would be materially reduced. Certain reserves will be created by the wind down entity for purposes of resolving disputed claims and ongoing disputes,
and funding various costs and expenses associated with the administration of the wind down entity and Plan of Liquidation.
The Plan of
Liquidation further provides that all outstanding equity interests in the Company will be cancelled for no consideration on the effective date of the Plan of Liquidation. As of May 17, 2019, the Company had 18,887,033 shares of common stock
issued and outstanding, 219,994 shares of Series Z Preferred Stock issued and outstanding, and no shares reserved for future issuance in respect of claims and interests filed and allowed under the Plan of Liquidation.
The Plan of Liquidation will become effective on the first business day on which the following conditions have been satisfied or waived:
(i) the Confirmation has been entered by the Bankruptcy Court and has become final; and (ii) the wind down entity has been created. The Company anticipates the effective date of the Plan of Liquidation will occur on or around May 31,
2019.
Assets and Liabilities
As of March 31, 2019, the Company had total assets of $33,072 and total liabilities of $252,569, as disclosed in the Companys most
recent monthly operating report filed with the Bankruptcy Court on April 29, 2019 and furnished as Exhibit 99.1 to the Companys Current Report on Form
8-K
furnished on May 3, 2019.
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. As noted above, the Plan of Liquidation will cause all outstanding equity interests in the Company to be cancelled on the effective date of the Plan
of Liquidation.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on
Form 8-K and
Exhibit 99.1 hereto 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 and exhibits hereto 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 and exhibits hereto 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 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 or exhibits hereto.