ARALEZ PHARMACEUTICALS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-05-30: Form 8-K; Period of report 2019-05-30; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2019-05-13: Form 8-K; Period of report 2019-05-13; Description 8.01 Other Events; Details 8.01.
- 2019-03-07: Form 8-K; Period of report 2019-03-06; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2019-02-06: Form 8-K; Period of report 2019-02-05; Description 8.01 Other Events.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-05-30 | 8-K | 2019-05-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 In accordance with the Bankruptcy Proceedings (as defined below), the current members of the board of directors (the “Board”) of Old API Wind-down Ltd. (f/k/a Aralez Pharmaceuticals Inc.) (the “Company”) will each step down from the Board effective May 30, 2019. 8.01 The Company announced today that it has completed winding down its operations in connection with its previously announced wind-down proceedings. | a19-10749_18k.htm |
| 2019-05-13 | 8-K | 2019-05-13 | 8.01 Other Events | 8.01 As previously disclosed, on August 10, 2018, Old API Wind-down Ltd.’s (the “Company”) subsidiaries incorporated in the United States and Ireland, Aralez Pharmaceuticals US Inc., Aralez Pharmaceuticals Management Inc., POZEN Inc., Aralez Pharmaceuticals R&D Inc., Halton Laboratories LLC, Aralez Pharmaceuticals Holdings Limited and Aralez Pharmaceuticals Trading DAC (collectively, the “U.S. Debtors”), filed voluntary petitions for relief (the “Chapter 11 Proceedings”) under chapter 11 of title 11 of the U.S. Code in the U.S. Bankruptcy Court. | a19-9894_18k.htm |
| 2019-03-07 | 8-K | 2019-03-06 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On March 6, 2019, Old API Wind-down Ltd. (f/k/a Aralez Pharmaceuticals Inc.) (the “Company”) completed its previously announced sale of the Company’s TOPROL-XL® franchise to Toprol Acquisition LLC (“Acquisition Sub”), for approximately $130,000,000 as a credit bid (the “Toprol Sale”), pursuant to the Asset Purchase Agreement (the “APA”), dated September 18, 2018, by and among Acquisition Sub and Aralez Pharmaceuticals Trading DAC, a subsidiary of the Company. | a19-6058_18k.htm |
| 2019-02-06 | 8-K | 2019-02-05 | 8.01 Other Events | a19-4051_18k.htm | |
| 2019-01-18 | 8-K | 2019-01-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a19-3165_18k.htm | |
| 2018-12-12 | 8-K | 2018-12-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a18-41412_18k.htm |
| 2018-11-02 | 8-K | 2018-10-31 | 8.01 Other Events | 8.01 On October 31st, 2018, Aralez Pharmaceuticals Inc. and its debtor subsidiaries filed a monthly operating report for the period from September 1, 2018 to September 30, 2018 (the “Monthly Operating Report”) with the United States Bankruptcy Court for the Southern District of New York. | a18-39498_18k.htm |
| 2018-10-05 | 8-K | 2018-10-01 | 8.01 Other Events | 8.01 On October 1st, 2018, Aralez Pharmaceuticals Inc. and its debtor subsidiaries filed a monthly operating report for the period from August 10, 2018 to August 31, 2018 (the “Monthly Operating Report”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). | a18-36395_18k.htm |
| 2018-10-01 | 8-K | 2018-09-26 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on June 21, 2018, Aralez Pharmaceuticals Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the requirement of Nasdaq Marketplace Rule 5550(a)(2) for continued inclusion on The Nasdaq Capital Market as a result of the closing bid price for the Company’s common shares being below $1.00 for 30 consecutive business days. | a18-36149_18k.htm |
| 2018-09-19 | 8-K | 2018-09-18 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 · Aralez Pharmaceuticals Trading DAC (“Aralez Ireland”) and POZEN Inc., both subsidiaries of the Company, entered into an Asset Purchase Agreement (the “Nuvo Asset Purchase Agreement,” and together with the Nuvo Share Purchase Agreement, the “Nuvo Purchase Agreements”) with Nuvo Pharmaceuticals (Ireland) Limited (“Nuvo Ireland”) for the sale of the Company’s VIMOVO® and TREXIMET® royalties and related intellectual property to Nuvo Ireland for approximately $47,500,000. 8.01 On September 19, 2018, the Company issued a press release announcing the entry into the Nuvo Purchase Agreements and the Deerfield Purchase Agreement. | a18-31107_18k.htm |
| 2018-08-14 | 8-K | 2018-08-09 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.03 On August 10, 2018, the Company and its subsidiary Aralez Pharmaceuticals Canada Inc. (collectively with the Company, the “Canadian Debtors”), commenced voluntary restructuring proceedings (the “CCAA Proceedings”) in the Canadian Court. 2.04 — Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 3.01 As previously disclosed, on June 21, 2018, the Company received a letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the requirement of Nasdaq Marketplace Rule 5550(a)(2) for continued inclusion on The Nasdaq Capital Market as a result of the closing bid price for the Company’s common shares being below $1.00 for 30 consecutive business days. 5.02 On August 10, 2018, Seth A. Rudnick, Neal F. Fowler and Rob Harris resigned as directors of the Company following commencement of the Restructuring Proceedings. 7.01 The Company intends to continue to evaluate strategic alternatives, including the sale or divestiture of some, or all, of the Company’s businesses. | a18-18802_18k.htm |
| 2018-07-26 | 8-K | 2018-07-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On July 20, 2018, James Tursi submitted his resignation as Chief Medical Officer of Aralez Pharmaceuticals Inc. to pursue other opportunities. | a18-17765_18k.htm |
| 2018-06-29 | 8-K | 2018-06-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 29, 2018, the shareholders of Aralez Pharmaceuticals Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated 2016 Long-Term Incentive Plan (as amended and restated, the “2016 Plan”) at the Company’s annual meeting of shareholders (the “Meeting”). | a18-16152_18k.htm |
| 2018-06-29 | 8-K | 2018-06-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a18-16285_18k.htm |
| 2018-06-26 | 8-K | 2018-06-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 21, 2018, Aralez Pharmaceuticals Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the requirement of Nasdaq Marketplace Rule 5550(a)(2) for continued inclusion on The Nasdaq Capital Market as a result of the closing bid price for the Company’s common shares being below $1.00 for 30 consecutive business days. | a18-16091_18k.htm |
| 2018-06-06 | 8-K | 2018-06-04 | 8.01 Other Events | 8.01 On June 4, 2018, Andrew I. Koven, the President and Chief Business Officer of Aralez Pharmaceuticals Inc. (the “Company”), executed a “sell-to-cover” transaction pursuant to which he sold common shares of the Company for payment of withholding tax liability incurred upon the vesting of restricted stock units (“RSUs”), which were previously granted on June 3, 2015 and which vested on June 3, 2018. | a18-14964_18k.htm |
| 2018-05-08 | 8-K | 2018-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On May 8, 2018, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter ended March 31, 2018. 7.01 As previously announced, the Company will conduct a conference call today, Tuesday, May 8, 2018 at 8:00 a.m. 8.01 On May 8, 2018, the Company also issued a press release announcing a new strategic direction. | f8-k.htm |
| 2018-04-05 | 8-K | 2018-04-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 3, 2018, Aralez Pharmaceuticals US Inc. (“Aralez US”), a Delaware company and a wholly-owned, indirect subsidiary of Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada, entered into a Modification of Contract (the “Contract Modification”) pursuant to which the United States of America (the “Government”) exercised its second renewal option under that certain VA National Contract, effective April 29, 2016, between Aralez US (by novation from AstraZeneca Pharmaceuticals LP) and the Government (the “Agreement”), extending the term of the Agreement by one year to April 28, 2019 on the same pricing terms as have been in effect during the April 29, 2017 through April 28, 2018 annual term except for a price decrease to the 200mg SKUs only (which are currently the smallest selling SKUs). | a18-9638_18k.htm |
| 2018-03-21 | 8-K | 2018-03-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On March 15, 2018, Mark Glickman submitted his resignation as Chief Commercial Officer of Aralez Pharmaceuticals Inc to pursue other opportunities. | a18-8723_18k.htm |
| 2018-03-14 | 8-K | 2018-03-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 13, 2018, the Board of Directors of Aralez Pharmaceuticals Inc. (the “Company”) appointed Michael Kaseta as the Company’s Chief Financial Officer. | a18-8236_18k.htm |
| 2018-03-13 | 8-K | 2018-03-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 13, 2018, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter and full-year ended December 31, 2017. 7.01 As previously announced, the Company will conduct a conference call today, Tuesday, March 13, 2018 at 8:30 a.m. | a18-8111_18k.htm |
| 2018-01-08 | 8-K | 2018-01-08 | 7.01 Regulation FD Disclosure | 7.01 On January 8, 2018, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), has made available a presentation entitled “Corporate Overview & Business Strategy” through the “Investors” section of the Company’s website (http://www.aralez.com) under the “Presentations & Webcasts” tab. | a18-2256_18k.htm |
| 2017-12-07 | 8-K | 2017-12-07 | 7.01 Regulation FD Disclosure | 7.01 On December 7, 2017, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), has made available a presentation entitled “Corporate Overview & Business Strategy” through the “Investors” section of the Company’s website (http://www.aralez.com) under the “Presentations & Webcasts” tab. | a17-28107_18k.htm |
| 2017-11-30 | 8-K | 2017-11-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On November 30, 2017, Scott J. Charles, the Company’s Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer) resigned from his position with Aralez Pharmaceuticals Inc. (the “Company”), effective immediately. | a17-27804_18k.htm |
| 2017-11-09 | 8-K/A | 2017-10-31 | 9.01 Financial Statements and Exhibits | a17-26343_18ka.htm | |
| 2017-11-09 | 8-K | 2017-11-09 | 9.01 Financial Statements and Exhibits | 9.01 Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 and the notes related thereto, which reflect the Applicable Transactions, are filed as Exhibit 99.1 to this report and incorporated herein by reference. | a17-26264_28k.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 9, 2017, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter and nine months ended September 30, 2017. 7.01 As previously announced, the Company will conduct a conference call today, Thursday, November 9, 2017 at 8:30 a.m. | a17-26264_18k.htm |
| 2017-08-09 | 8-K | 2017-08-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 9, 2017, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter and six months ended June 30, 2017. 7.01 As previously announced, the Company will conduct a conference call today, Wednesday, August 9, 2017 at 9:00 a.m. | a17-19879_18k.htm |
| 2017-06-27 | 8-K | 2017-06-27 | 8.01 Other Events | 8.01 On June 27, 2017, Aralez Pharmaceuticals Inc., a company formed under the laws of British Columbia, Canada (the “Company”), issued a press release announcing that the United States District Court for the District of New Jersey upheld the validity of two patents owned by a subsidiary of the Company and licensed to Horizon Pharma plc covering VIMOVO® (naproxen/esomeprazole magnesium), and that Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories Ltd., Mylan Pharmaceuticals Inc., Mylan Laboratories Ltd., and Mylan Inc., and Lupin Ltd. and Lupin Pharmaceuticals Inc. would infringe at least one of the two patents with their proposed generic naproxen/esomeprazole magnesium products. | a17-15792_18k.htm |
| 2017-06-07 | 8-K | 2017-06-05 | 8.01 Other Events | 8.01 On June 5, 2017, Andrew I. Koven, President of Aralez Pharmaceuticals Inc. (the “Company”), executed a “sell-to-cover” transaction pursuant to which he sold shares of the Company’s common stock for payment of withholding tax liability incurred upon the vesting of restricted stock units (“RSUs”), which were previously granted on June 3, 2015 and which vested on June 3, 2017. | a17-14903_18k.htm |
| 2017-06-07 | 8-K | 2017-06-07 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), will present information regarding the Company at 8:30 am ET on Wednesday, June 7, 2017 at the Jefferies Healthcare Conference. | a17-14850_38k.htm |
| 2017-06-07 | 8-K | 2017-06-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 6, 2017, Aralez Pharmaceuticals Inc. (the “Company”) received a written letter of resignation (the “Resignation Letter”) from Jason M. Aryeh stating that he resigned, effective June 7, 2017, from his position on the Board of Directors (the “Board”) of the Company. | a17-14850_28k.htm |
| 2017-05-12 | 8-K | 2017-05-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Earlier this year, the Compensation Committee (the “Committee”) of the Board of Directors of Aralez Pharmaceuticals Inc. (the “Company”) approved fair value amounts for the 2017 equity grants to certain officers of the Company (the “Executives”) on the basis of the Executives’ employment agreements with the Company. | a17-13059_18k.htm |
| 2017-05-09 | 8-K | 2017-05-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 9, 2017, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter ended March 31, 2017. 7.01 As previously announced, the Company will conduct a conference call today, Tuesday, May 9, 2017 at 9:00 a.m. | f8-k.htm |
| 2017-05-08 | 8-K | 2017-05-03 | 8.01 Other Events | 8.01 On May 3, 2017, the Board of Directors (the “Board”) of Aralez Pharmaceuticals Inc. (the “Company”) voluntarily agreed to a reduction of their cash retainers as part of the Company’s recently announced cost savings program. | a17-12290_28k.htm |
| 2017-05-03 | 8-K | 2017-05-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On May 3, 2017, the shareholders of Aralez Pharmaceuticals Inc. (the “Company”) approved the Company’s Amended and Restated 2016 Long-Term Incentive Plan (as amended and restated, the “2016 Plan”) at the Company’s annual and special meeting of shareholders (the “Meeting”). | a17-12283_18k.htm |
| 2017-05-03 | 8-K | 2017-05-03 | 7.01 Regulation FD Disclosure | 7.01 On May 3, 2017, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), will present information regarding the Company pursuant to a presentation entitled “Corporate Overview & Strategic Vision” at its annual and special meeting of shareholders, a copy of which can be accessed through the “Investors” section of the Company’s website (http://www.aralez.com) under the “Presentations & Webcasts” tab. | a17-12290_18k.htm |
| 2017-04-11 | 8-K | 2017-04-06 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 As previously reported, on February 23, 2017, Aralez Pharmaceuticals US Inc. (“Aralez US”), a Delaware company and a wholly-owned, indirect subsidiary of Aralez Pharmaceuticals Inc. (the “Company”), a company formed under the laws of the Province of British Columbia, Canada, entered into a Novation Agreement (the “Novation Agreement”) with AstraZeneca Pharmaceuticals LP (“AstraZeneca LP”) and the United States of America (the “Government”) pursuant to which all of the rights and responsibilities of AstraZeneca LP under that certain VA National Contract signed February 11, 2016 and effective April 29, 2016 between AstraZeneca LP and the Government were novated to Aralez US (as novated, the “Agreement”). 7.01 The Company does not believe the Contract Modification will impact its fiscal 2017 financial guidance issued on March 13, 2017. | a17-11142_18k.htm |
| 2017-03-23 | 8-K | 2017-03-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In light of the recent share price performance of Aralez Pharmaceuticals Inc. (the “Company”) and certain near-term business challenges, Adrian Adams, Chief Executive Officer of the Company, Andrew I. Koven, President and Chief Business Officer of the Company, and the rest of the Company’s executive management team agreed that their annual incentive bonuses for 2016 would be paid at the target level, a level far lower than the actual level of performance for 2016. | a17-9105_18k.htm |
| 2017-03-13 | 8-K | 2017-03-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 13, 2017, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter and full-year ended December 31, 2016. 7.01 As previously announced, the Company will conduct a conference call today, Monday, March 13, 2017 at 9:00 a.m. | arlz_currentfolio8k.htm |
| 2017-03-02 | 8-K | 2017-02-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a17-7450_18k.htm |
| 2017-01-27 | 8-K | 2017-01-23 | 8.01 Other Events | 8.01 On January 23, 2017, Aralez Pharmaceuticals Inc. (the “Registrant”), and its subsidiaries Aralez Pharmaceuticals Trading DAC (“APTD”), Aralez Pharmaceuticals US Inc. (“APUS”), and Pozen Inc. (“Pozen”, and together with the Registrant, APTD and APUS, the “Company”), filed a lawsuit in the United States District Court for the Eastern District of Texas against Teva Pharmaceuticals USA, Inc. (“Teva”) for infringement of four patents covering Yosprala® (aspirin and omeprazole), U.S. Patent Nos. 6,926,907; 8,206,741; and 9,364,439, all of which are currently listed in the Approved Drug Products with Therapeutic Equivalence Evaluations (the “Orange Book”) of the U.S. Food and Drug Administration (“FDA”), and U.S. Patent No. 9,539,214, which Pozen plans to list in the Orange Book. | a17-3360_18k.htm |
| 2017-01-13 | 8-K/A | 2016-10-31 | 9.01 Financial Statements and Exhibits | 9.01 Abbreviated financial statements of the Acquired Business, which include Statements of Assets Acquired, audited at September 30, 2016 and December 31, 2015, Statements of Net Revenues and Direct Expenses, audited for the year ended December 31, 2015 and nine months ended September 30, 2016, and notes to such financial statements, are filed as Exhibit 99.1 to this report and incorporated herein by reference. | a17-1910_18ka.htm |
| 2017-01-05 | 8-K/A | 2016-10-03 | 9.01 Financial Statements and Exhibits | 9.01 † Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request. | a17-1459_18ka.htm |
| 2016-12-05 | 8-K/A | 2016-09-06 | 9.01 Financial Statements and Exhibits | 9.01 † Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request. | a16-22727_18ka.htm |
| 2016-11-18 | 8-K/A | 2016-09-06 | 9.01 Financial Statements and Exhibits | 9.01 Abbreviated financial statements of the Acquired Business, which include Statements of Assets Acquired and Liabilities Assumed, audited at December 31, 2015 and 2014, Statements of Revenues and Direct Expenses, audited for the years ended December 31, 2015 and 2014, and notes to such financial statements, are filed as Exhibit 99.1 to this report and incorporated herein by reference. | a16-21835_18ka.htm |
| 2016-11-07 | 8-K | 2016-11-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 7, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter ended September 30, 2016. 7.01 As previously announced, the Company will conduct a conference call today, Monday, November 7, 2016 at 11:00 a.m. | a16-21065_28k.htm |
| 2016-11-04 | 8-K | 2016-10-31 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.01 On October 31, 2016, the Company completed its previously announced acquisition from Seller of the Product and the Authorized Generic and certain related assets and rights pursuant to the Asset Purchase Agreement. 2.03 On October 31, 2016, pursuant to the Second Amended and Restated Facility Agreement, dated as of December 7, 2015, by and among the Company, Pozen Inc., Tribute Pharmaceuticals Canada, Inc., Deerfield Private Design Fund III, L.P., Deerfield International Master Fund, L.P. and Deerfield Partners, L.P., as amended, modified, restated or otherwise supplemented from time to time, including, but not limited to, by those certain Limited Consents, dated as of September 6, 2016 and as of October 3, 2016, and that certain Amendment, dated as of October 3, 2016, the Company borrowed under the credit facility an aggregate of $200 million. $175 million of the proceeds of such borrowing were used to finance the payment of the Closing Payment and related transaction expenses. | a16-21065_18k.htm |
| 2016-10-07 | 8-K | 2016-10-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by this reference. | a16-19513_18k.htm |
| 2016-09-15 | 8-K | 2016-09-15 | 8.01 Other Events | 8.01 On September 15, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing that the U.S. Food and Drug Administration (the “FDA”) has approved YOSPRALA™ for the secondary prevention of cardiovascular and cerebrovascular events in patients at risk for aspirin-associated gastric ulcers. | a16-18562_18k.htm |
| 2016-09-08 | 8-K | 2016-09-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by this reference. 2.03 The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by this reference. | a16-18087_18k.htm |
| 2016-08-09 | 8-K | 2016-08-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 9, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter ended June 30, 2016. 7.01 As previously announced, the Company will conduct a conference call today, Tuesday, August 9, 2016 at 11:00 a.m. | a16-16401_18k.htm |
| 2016-06-17 | 8-K | 2016-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Aralez Pharmaceutical Inc.’s (the “Company”) Annual Meeting of Shareholders (the “Annual Meeting”) was held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, Canada M5L 1B9, on Thursday, June 16, 2016. | a16-13550_18k.htm |
| 2016-06-09 | 8-K | 2016-06-09 | 7.01 Regulation FD Disclosure | 7.01 On June 9, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada, will present information regarding the Company pursuant to a presentation entitled “Corporate Overview & Strategic Vision” at the Jefferies Healthcare Conference, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a16-12998_18k.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 10, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the quarter ended March 31, 2016. 7.01 As previously announced, the Company will conduct a conference call today, Tuesday, May 10, 2016 at 8:30 a.m. | a16-10958_18k.htm |
| 2016-05-02 | 8-K | 2016-05-02 | 8.01 Other Events | 8.01 On May 2, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada, will present information regarding the Company pursuant to a presentation entitled “Corporate Overview & Strategic Vision” at the Bloom Burton Healthcare Conference, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a16-9841_18k.htm |
| 2016-04-22 | 8-K | 2016-04-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a16-8831_18k.htm |
| 2016-04-04 | 8-K | 2016-04-04 | 8.01 Other Events | 8.01 On April 4, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada, will present information regarding the Company pursuant to a presentation entitled “Corporate Overview & Strategic Vision” at Dundee Investor Meetings, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a16-7860_18k.htm |
| 2016-03-15 | 8-K/A | 2016-02-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On February 5, 2016, the Company filed a Current Report on Form 8-K reporting that (i) ARLZ CA Acquisition Corp., a corporation incorporated under the laws of the Province of Ontario (“Can Merger Sub”), and Tribute amalgamated by way of a court approved plan of arrangement under Canadian law, resulting in Tribute and Can Merger Sub continuing as one corporation (“Amalco”), and (ii) ARLZ US Acquisition II Corp., a Delaware corporation (“US Merger Sub”) merged with and into POZEN Inc., a Delaware corporation (“Pozen”), with Pozen as the surviving corporation in the merger (collectively, the “Transactions”). | a16-6107_18ka.htm |
| 2016-03-15 | 8-K | 2016-03-15 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 15, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada (the “Company”), issued a press release announcing its results of operations for the fiscal quarter/year ended December 31, 2015. 7.01 As previously announced, the Company will conduct a conference call today, Tuesday, March 15, 2016 at 8:30 a.m. | a16-6353_28k.htm |
| 2016-03-14 | 8-K | 2016-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 8, 2016, the Compensation Committee of the Board of Directors (“Compensation Committee”) of Aralez Pharmaceuticals Inc. (the “Company”) made certain compensation-related decisions with respect to the annual cash incentive bonus for the 2015 fiscal year. | a16-6353_18k.htm |
| 2016-03-07 | 8-K | 2016-03-07 | 8.01 Other Events | 8.01 On March 7, 2016, Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada, will present information regarding the Company at the Annual Cowen Healthcare Conference, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a16-5921_18k.htm |
| 2016-02-05 | 8-K | 2016-02-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 The information set forth in Item 2.03 is incorporated by reference herein, and the information set forth in Item 1.01 of Pozen’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2015, is incorporated by reference into this Item 2.03. 2.01 As previously reported, on June 8, 2015, POZEN Inc., a Delaware corporation (“Pozen”) entered into an Agreement and Plan of Merger and Arrangement (the “Original Merger Agreement”) by and among Pozen, Tribute Pharmaceuticals Canada Inc., a corporation organized under the laws of the Province of Ontario (“Tribute”), Aguono Limited, (which was renamed Aralez Pharmaceuticals Limited and subsequently renamed Aralez Pharmaceuticals plc in connection with its re-registration as a public limited company under the laws of Ireland (“Aralez Ireland”)), Trafwell Limited (which was renamed Aralez Pharmaceuticals Holdings Limited), a private limited company incorporated in Ireland (“Holdings”), ARLZ US Acquisition Corp., a Delaware corporation, and ARLZ CA Acquisition Corp., a corporation incorporated under the laws of the Province of Ontario (“Can Merger Sub”), which was amended by Amendment No. 1 to Agreement and Plan of Merger and Arrangement, dated as of August 19, 2015 (“Amendment No. 1 to the Original Merger Agreement”), by and among Aralez Ireland, Pozen, Tribute, Holdings, ARLZ US Acquisition Corp., ARLZ US Acquisition II Corp., a Delaware corporation (“US Merger Sub”) and Can Merger Sub, and was further amended by Amendment No. 2 to Agreement and Plan of Merger and Arrangement, dated as of December 7, 2015 (“Amendment No. 2 to the Original Merger Agreement” and, together with the Original Merger Agreement and Amendment No. 1 to the original merger agreement, the “Merger Agreement”), by and among Aralez Pharmaceuticals Inc., company formed under the laws of the Province of British Columbia, Canada (“Aralez”), Aralez Ireland, Pozen, Tribute, Holdings, US Merger Sub and Can Merger Sub, whereby, among other things, Aralez was added as a party in place of Aralez Ireland, which was removed as a party to the Merger Agreement. 2.03 Following consummation of the Transactions, Aralez assumed obligations of convertible notes issued by Tribute pursuant to the Second Amended and Restated Debt Facility Agreement dated as of December 7, 2015 (the “Second Amended and Restated Facility Agreement”) by and among Aralez, Pozen, Tribute, and the following lenders: Deerfield Private Design, Deerfield International, and Deerfield Partners (the “Lenders”). 3.03 In connection with the Transactions, on February 5, 2014, (i) each share of Pozen Common Stock was cancelled and automatically converted into the right to receive one Aralez Common Share, and (ii) each common share of Tribute was cancelled and automatically converted into the right to receive 0.1455 Aralez Shares. 5.02 Upon consummation of the Transactions, all of the members of the Board of Directors of Pozen became members of the Board of Directors of Aralez (the “Aralez Board”). | a16-3312_18k.htm |