Statistiques de base
| CIK | 1660719 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Aralez Pharmaceuticals Inc.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| May 30, 2019 |
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): May 30, 2019 OLD API WIND-DOWN LTD. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of (Commission Fi |
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| May 30, 2019 |
Exhibit 99.1 District of: Division No. Court No. Estate No. [R]original 0Amended -Form 78 -Statement of Affairs (Business Bankruptcy) made by an entity (Subsection 49(2) and Paragraph 158(d) of the Act/ Subsections 50(2) and 62(1) of the Act) In the matter of the Bankruptcy of Old API Wind-down Ltd. of the City of Mississauga in the Province of Ontario To the bankrupt: You are required to carefull |
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| May 13, 2019 |
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): May 13, 2019 OLD API WIND-DOWN LTD. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorporation) |
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| March 7, 2019 |
Completion of Acquisition or Disposition of Assets 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 6, 2019 OLD API WIND-DOWN LTD. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorporation |
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| February 6, 2019 |
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): February 5, 2019 OLD API WIND-DOWN LTD. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorporat |
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| January 18, 2019 |
8-K 1 a19-316518k.htm 8-K 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): January 15, 2019 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or o |
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| December 12, 2018 |
Entry into a Material Definitive Agreement 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): December 6, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incor |
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| November 2, 2018 |
Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re ARALEZ PHARMACEUTICALS US INC., ET AL., Case No. 18-12425 (MG) Debtors Reporting Period: 9/1/18 to 9/30/18 Federal Tax I.D. # 47-4626948 CORPORATE MONTHLY OPERATING REPORT ATTACHED I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of |
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| November 2, 2018 |
Financial Statements and Exhibits, Other Events 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): October 31, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of (Comm |
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| October 5, 2018 |
CORPORATE MONTHLY OPERATING REPORT Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re ARALEZ PHARMACEUTICALS US INC., ET AL., Case No. 18-12425 (MG) Debtors Reporting Period: 8/10/18 to 8/31/18 Federal Tax I.D. # 47-4626948 CORPORATE MONTHLY OPERATING REPORT REQUIRED DOCUMENTS FORM NO. DOCUMENT ATTACHED EXPLANATION ATTACHED Schedule of Cash Receipts and Disbursements MOR-1 Yes No Bank Reconciliation (or |
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| October 5, 2018 |
Financial Statements and Exhibits, Other Events 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): October 1, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorp |
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| October 1, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 26, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of inc |
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| September 19, 2018 |
Exhibit 99.1 ARALEZ PHARMACEUTICALS ENTERS INTO DEFINITIVE “STALKING HORSE” PURCHASE AGREEMENTS FOR SUBSTANTIALLY ALL ASSETS Transactions valued at an aggregate of U.S. $240 million MISSISSAUGA, Ontario, Sept. 19, 2018 /PRNewswire/ — Aralez Pharmaceuticals Inc. (“Aralez” or the “Company”) announced today that it and certain of its affiliates have entered into purchase agreements with two separate |
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| September 19, 2018 |
EX-2.3 4 a18-311071ex2d3.htm EX-2.3 Exhibit 2.3 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between Aralez Pharmaceuticals Trading DAC, and Toprol Acquisition LLC Dated as of September 18, 2018 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Construction 16 ARTICLE 2 SALE AND PURCHASE OF ASSETS; LIABILITIES 17 2.1 Sale of Purchased Assets 17 2.2 Liabilities 18 2.3 C |
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| September 19, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 a18-3110718k.htm 8-K 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): September 18, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State o |
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| September 19, 2018 |
EX-2.1 2 a18-311071ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION NUVO PHARMACEUTICALS INC. as the Purchaser and ARALEZ PHARMACEUTICALS INC. as the Vendor and ARALEZ PHARMACEUTICALS CANADA INC. as the Corporation SHARE PURCHASE AGREEMENT September 18, 2018 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1 Defined Terms 2 Section 1.2 Gender and Number 16 Section 1.3 Headings, etc. 16 Section 1 |
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| September 19, 2018 |
Exhibit 2.2 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and among POZEN Inc., Aralez Pharmaceuticals Trading DAC and Nuvo Pharmaceuticals (Ireland) Limited Dated as of September 18, 2018 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 1.1 Certain Defined Terms 2 1.2 Construction 17 ARTICLE 2 SALE AND PURCHASE OF ASSETS; LIABILITIES 18 2.1 Sale of Purchased Assets 18 2.2 Liabilities 19 2.3 Consideratio |
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| August 14, 2018 |
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): August 9, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| August 14, 2018 |
Exhibit 10.2 — U.S. DIP Credit Agreement Exhibit 10.2 SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of August 10, 2018 among ARALEZ PHARMACEUTICALS US INC., POZEN INC., HALTON LABORATORIES LLC, ARALEZ PHARMACEUTICALS MANAGEMENT INC., ARALEZ PHARMACEUTICALS HOLDINGS LIMITED, ARALEZ PHARMACEUTICALS TRADING DESIGNATED ACTIVITY COMPANY and ARALEZ PHARMACEUTICALS R&D INC., as the Borrowers and DEERFIELD MANAGEME |
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| August 14, 2018 |
Exhibit 10.1 — Canadian DIP Credit Agreement Exhibit 10.1 [EXECUTION VERSION] SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT AMONG ARALEZ PHARMACEUTICALS INC. AND ARALEZ PHARMACEUTICALS CANADA INC. as the Borrowers - and - DEERFIELD MANAGEMENT COMPANY, L.P., as Administrative Agent, - and - THE LENDERS PARTY HERETO Dated as of August 10, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.1 Defined |
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| August 14, 2018 |
Exhibit 99.1 ARALEZ PHARMACEUTICALS TO ENTER INTO PURCHASE AGREEMENTS TO SELL SUBSTANTIALLY ALL ASSETS Transactions to be valued at an aggregate of U.S.$250 million Commences Voluntary Proceedings under CCAA in Canada and Chapter 11 in the United States Company to Continue Operating Business and Serving Customers As Usual MISSISSAUGA, Ontario, Aug. 10, 2018 /PRNewswire/ — Aralez Pharmaceuticals In |
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| July 26, 2018 |
8-K 1 a18-1776518k.htm 8-K 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): July 20, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or oth |
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| June 29, 2018 |
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): June 29, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpor |
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| June 29, 2018 |
Amended and Restated 2016 Long-Term Incentive Plan Exhibit 10.1 Annex A ARALEZ PHARMACEUTICALS INC. SECOND AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1. History; Effective Date 1 2. Purposes of the Plan 1 3. Terminology 1 4. Administration 1 (a) Administration of the Plan 1 (b) Powers of the Administrator 3 (c) Delegation of Administrative Authority 3 (d) Non-Uniform Determinations 3 (e) Limited Liability; Advisors 4 |
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| June 29, 2018 |
Exhibit 10.1 June 29, 2018 Aralez Pharmaceuticals Inc. 7100 West Credit Avenue Suite 101 Mississauga, Ontario L5N 0E4 Re: Waiver and Limited Consent Ladies and Gentlemen: Reference is hereby made to that certain Second Amended and Restated Facility Agreement dated as of December 7, 2015 (as the same has been and may hereinafter be amended, modified, restated or otherwise supplemented from time to |
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| June 29, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 29, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpor |
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| June 26, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 21, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpor |
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| June 25, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| June 6, 2018 |
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): June 4, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpora |
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| May 18, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| May 18, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 8, 2018 |
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): May 8, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorporat |
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| May 8, 2018 |
Exhibit 99.1 ARALEZ ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS -1Q 2018 Net Revenues Increased to $38.1 Million Versus $26.0 Million in 1Q 2017- Mississauga, Ontario — May 8, 2018 — Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (“Aralez” or the “Company”) today announced financial results for the first quarter ending March 31, 2018. The Company also highlighted certain recent corporate |
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| May 8, 2018 |
Exhibit 99.2 ARALEZ ANNOUNCES NEW STRATEGIC DIRECTION -Focus on Canadian Operations, supported by Toprol-XL® Franchise Revenues and Vimovo® Royalties- -Discontinuation of U.S. Commercial Operations, with Significant Reductions in Operating Expenses- -Actively Exploring Strategic Alternatives for Business- Mississauga, Ontario — May 8, 2018 — Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (“ |
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| May 8, 2018 |
Employment Agreement, dated March 13, 2018, between Aralez Pharmaceuticals, Inc. and Michael Kaseta Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 13, 2018, by and between Aralez Pharmaceuticals Inc. (together with its successors and assigns, “Aralez” or the “Company”), and Michael Kaseta (“Executive”). R E C I T A L S WHEREAS, the Company desires to promote Executive to Chief Financial Officer and Executive desires to be employe |
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| May 8, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 01-37691 ARALEZ PHARMACEUTICALS INC. (Exact Name of |
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| April 30, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. 10-K/A (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File numbe |
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| April 5, 2018 |
Exhibit 10.1 IOFP GES 1 CONTRACT 10 COOE 18PANO AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT IPA OPAL I National Acquisition Center lst Avenue, One Block North of Cermak VA797P-16-C-0035 11.THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS 0The above numbered solicitationIs amended as set forth in Item 14. The hour and date specified for receipt of Offers 0Is extended, 0is not extended. |
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| April 5, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 3, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpor |
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| March 21, 2018 |
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 15, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| March 14, 2018 |
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 13, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| March 14, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. 10-K (Annual Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission file number 001-37691 ARALEZ P |
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| March 14, 2018 |
EX-10.37 2 arlz-20171231ex1037042b9.htm EX-10.37 Exhibit 10.37 FORM OF GENERAL RELEASE OF ALL CLAIMS THIS GENERAL RELEASE OF ALL CLAIMS (this “General Release”), dated as of November 30, 2017, is made by and between Scott J. Charles (the “Executive”) and POZEN, Inc. (together with its parent company, Aralez Pharmaceuticals Inc., and their respective successors and assigns, the “Company”). WHEREAS, |
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| March 14, 2018 |
List of subsidiaries of the Registrant (filed herewith, Exhibit 21.1). Exhibit 21.1 SUBSIDIARIES OF ARALEZ PHARMACEUTICALS INC. Entity Name Jurisdiction of Incorporation or Formation Aralez Luxembourg Finance Luxembourg Aralez Pharmaceuticals Holdings Limited Ireland Aralez Pharmaceuticals Management Inc. Delaware, United States Aralez Pharmaceuticals R&D Inc. Delaware, United States Aralez Pharmaceuticals Trading DAC Ireland Aralez Pharmaceuticals US Inc. Delaware, |
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| March 14, 2018 |
EX-10.38 3 arlz-20171231ex103867b99.htm EX-10.38 Exhibit 10.38 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. EXECUTION VERSION AMENDMENT NO. 2 TO AMENDED AND RESTATED COLLABORATION AND LIC |
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| March 13, 2018 |
Exhibit 99.1 ARALEZ ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2017 FINANCIAL RESULTS -4Q 2017 Net Revenues Increased to $28.0 Million Versus $20.0 Million in the 4Q 2016- -Full-Year Net Revenues Increased to $105.9 Million Versus $54.3 Million in Full-Year 2016- -Provides 2018 Full-Year Financial Guidance- Mississauga, Ontario — March 13, 2018 — Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) ( |
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| March 13, 2018 |
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 13, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| February 14, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Aralez Pharmaceuticals Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 03852X100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 14, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 13, 2018 |
ARLZ / Aralez Pharmaceuticals Inc. / Broadfin Capital, LLC Passive Investment SC 13G/A 1 d780882913g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aralez Pharmaceuticals Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 03852X100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| January 8, 2018 |
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): January 8, 2018 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorp |
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| December 7, 2017 |
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): December 7, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incor |
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| November 30, 2017 |
ARALEZ ANNOUNCES DEPARTURE OF CHIEF FINANCIAL OFFICER EX-99.1 2 a17-278041ex99d1.htm EX-99.1 Exhibit 99.1 ARALEZ ANNOUNCES DEPARTURE OF CHIEF FINANCIAL OFFICER Mississauga, Ontario, November 30, 2017 — Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (“Aralez” or the “Company”) today announced that Scott J. Charles, Chief Financial Officer, is leaving the Company to pursue other opportunities, effective immediately. Michael Kaseta will assume th |
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| November 30, 2017 |
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): November 30, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of inco |
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| November 21, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. ESP Global Headquarters 7100 West Credit Avenue Mississauga, Ontario L5N 0E4 U.S. Headquarters 400 Alexander Park Drive Princeton, NJ 08540 Ireland Headquarters 47-49 St. Stephen?s Green Dublin 2, Ireland November 22, 2017 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Jeffrey Gabor Re: Aralez Pharmaceuticals Inc. Registr |
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| November 9, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. S-8 As filed with the Securities and Exchange Commission on November 9, 2017 Registration No. |
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| November 9, 2017 |
Computation of Ratio of Earnings to Fixed Charges QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 Aralez Pharmaceuticals Inc. Statement of Computation of Ratios of Earnings to Fixed Charges (in thousands) Nine months ended September 30, Years Ended December 31, 2017 2016 2015 2014 2013 2012 Earnings (loss): (Loss) income before income taxes $ (78,123 ) $ (103,042 ) $ (37,609 ) $ 19,674 $ (16,708 ) $ (25,283 ) Fixed |
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| November 9, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. S-3 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on November 9, 2017 Registration No. |
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| November 9, 2017 |
Form of Debt Security (included in exhibit 4.1) Exhibit 4.1 ARALEZ PHARMACEUTICALS, INC. and [ ] , as Trustee INDENTURE DATED AS OF CROSS REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) N.A. (b) 7.08; 7.10 311(a) 7.11 (b) 7.11 312(a) 2.07 (b) 12.04 (c) 12.04 313(a) 7.06 (b)(1) 7.06 (b)(2) 7.06 (c) 7.06 (d) 7.06 314(a)(1) 4.02 (a)(2) 12.03 (a)(4) 4.04 (b) N.A. (c) 2.04; 7.02(b); 8.01 (c)(1) |
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| November 9, 2017 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2017 (October 31, 2016) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other |
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| November 9, 2017 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of (i) the Merger Transaction which was completed on February 5, 2016, (ii) Aralez Financing associated with the facility agreement and the share subscription agreement on February 5, 2016, (iii) the ZONTIVI |
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| November 9, 2017 |
Financial Statements and Exhibits 8-K 1 a17-2626428k.htm 8-K 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): November 9, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or |
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| November 9, 2017 |
CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 99.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-208822, 333-208823 and 333-210294) and S-8 (Nos. 333-209433 and 333-210206) of Aralez Pharmaceuticals Inc. of our report dated October 26, 2016 relating to the Statements of Assets and Liabilities Assumed and the related Statements of Revenues and |
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| November 9, 2017 |
Exhibit 99.1 ARALEZ ANNOUNCES THIRD QUARTER 2017 FINANCIAL RESULTS AND ACHIEVES PROFITABILITY ON AN ADJUSTED EBITDA BASIS FOR THE FIRST TIME IN THE THIRD QUARTER -3Q 2017 Net Revenues of $24.3 Million; Year-to-Date 2017 Net Revenues of $77.9 Million- -Implements Fiscal Improvements designed to Deliver Profitability, Support Growth & Extend Cash Runway- -Provides Updated 2017 Full-Year Guidance and |
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| November 9, 2017 |
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): November 9, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incor |
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| November 9, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. 10-Q (Quarterly Report) 10-Q 1 arlz-20170930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 01-37691 ARAL |
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| August 9, 2017 |
8-K 1 a17-1987918k.htm 8-K 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): August 9, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or ot |
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| August 9, 2017 |
Exhibit 99.1 ARALEZ REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS -2Q 2017 Net Revenues of $27.6 Million, a $15.0 Million Increase Compared to 2Q 2016 - -First Half 2017 Net Revenues of $53.6 Million, a $33.0 Million Increase Compared to First Half 2016- Mississauga, Ontario ? August 9, 2017 ? Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (?Aralez? or the ?Company?) today announced financi |
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| August 9, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 01-37691 ARALEZ PHARMACEUTICALS INC. (Exact Name of |
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| August 9, 2017 |
Exhibit 10.1 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. EXECUTION VERSION FIRST AMENDMENT to ASSET PURCHASE AGREEMENT This First Amendment (this “Amendment”) dated as of July 7, 2017 is |
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| June 27, 2017 |
Exhibit 99.1 ARALEZ ANNOUNCES DISTRICT COURT DECISION TO UPHOLD VIMOVO (NAPROXEN/ESOMEPRAZOLE MAGNESIUM) PATENTS -Patents Covering VIMOVO Infringed by Proposed Generics Developed by Dr. Reddy?s Laboratories, Mylan, and Lupin- Mississauga, Ontario - June 27, 2017 - Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (?Aralez? or the ?Company?) today announced that the United States District Court |
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| June 27, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 a17-1579218k.htm 8-K 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): June 27, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or oth |
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| June 7, 2017 |
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): June 5, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpora |
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| June 7, 2017 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): June 7, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpora |
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| June 7, 2017 |
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): June 7, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpora |
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| June 7, 2017 |
ARALEZ PHARMACEUTICALS INC. AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.2 ARALEZ PHARMACEUTICALS INC. AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment (this ?Amendment?) to the Restricted Stock Unit Award Agreement, dated as of May 11, 2017 (the ?Agreement?), by and between Aralez Pharmaceuticals Inc. Inc. (the ?Company?) and Jason Aryeh (the ?Participant?), is dated as of June 7, 2017. WHEREAS, the Company and the Participant are parties t |
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| June 7, 2017 |
ARALEZ PHARMACEUTICALS INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD AGREEMENTS Exhibit 10.1 ARALEZ PHARMACEUTICALS INC. AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD AGREEMENTS This Amendment (this ?Amendment?) to (i) the Nonqualified Stock Option Award Agreement, dated as of June 16, 2016 (the ?2016 Agreement?) and (ii) the Nonqualified Stock Option Award Agreement, dated as of May 11, 2017 (the ?2017 Agreement? and together with the 2016 Agreement, the ?Agreements?), by and |
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| June 7, 2017 |
Exhibit 17.1 June 6, 2017 Board of Directors Aralez Pharmaceuticals Inc. 7100 West Credit Avenue, Suite 101 Mississauga, Ontario, Canada I have regrettably decided to resign from the Board of Aralez Pharmaceuticals, effective June 7, 2017. I am not resigning as a result of any current dispute or disagreement with the Company. While I have profound respect for the executive management team and for |
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| May 12, 2017 |
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): May 11, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpora |
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| May 9, 2017 |
Aralez Pharmaceuticals 10-Q (Quarterly Report) arlzCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 9, 2017 |
EX-99.1 2 ex-99d1.htm EX-99.1 EXHIBIT 99.1 ARALEZ REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS -First Quarter 2017 Net Revenues of $26.0 Million- -Cost Savings Plan Expected to Reduce 2017 Expenses by $23.0 Million; Improved 2017 Adjusted EBITDA Guidance- -Currently Implementing a Bold Program Aimed at Allowing All Patients to Access Yosprala for Only $10.00 Per Month- Mississauga, Ontario, May 9, |
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| May 9, 2017 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) arlz8K20170509 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): May 9, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction |
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| May 9, 2017 |
Exhibit 10.1 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT BPA NO. 1. CONTRACT ID CODE PAGE OF PAGES 1 1 2. AMENDMENT/MODIFICATION NUMBER |
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| May 8, 2017 |
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): May 8, 2017 (May 3, 2017) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction |
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| May 3, 2017 |
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): May 3, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorporat |
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| May 3, 2017 |
Exhibit 10.1 ARALEZ PHARMACEUTICALS INC. AMENDED AND RESTATED 2016 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1. History; Effective Date 1 2. Purposes of the Plan 1 3. Terminology 1 4. Administration 2 (a) Administration of the Plan 2 (b) Powers of the Administrator 2 (c) Delegation of Administrative Authority 3 (d) Non-Uniform Determinations 3 (e) Limited Liability; Advisors 3 (f) Indemnific |
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| May 3, 2017 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): May 3, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorporat |
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| April 11, 2017 |
EX-10.1 2 a17-111421ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT BPA NO. 1. CONTRACT ID CODE PAGE 1 OF PAGES 1 2. AMENDMENT/MODIFICATION NUMBER P00003 3. EFFECTIVE DATE 4/29/2017 4. REQUISITION/PURCHASE REQ. NUMBER 5. PROJECT NUMBER (if applicable) 6. ISSUED BY CODE Department of Veterans Affairs OA&L / National Acquisition Center Building 37 1st Avenue, One B |
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| April 11, 2017 |
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): April 11, 2017 (April 6, 2017) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdi |
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| March 24, 2017 |
Aralez Pharmaceuticals Inc. 7100 West Credit Avenue Suite 101, Mississauga, Ontario, Canada L5N 0E4 March 24, 2017 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Aralez Pharmaceuticals Inc. Form RW Request for Resale Registration Statement on Form S-1 on Form S-3, as amended by Post-Effective Amendment N |
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| March 23, 2017 |
Aralez Pharmaceuticals DEFA14A NNNNNNNNNNNN . + NNNNNNN C 1234567890 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more. Toll Free 1-866-962-0498 Vote by Internet ? Go to www.investorvote.com ? Or scan the QR code with your smartphone ? Follow the steps outlined on the secure website Important Notice Regardin |
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| March 23, 2017 |
Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?), dated as of March 20, 2017, is entered into by and between POZEN Inc. (the ?Company?), and Adrian Adams (the ?Executive?). WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated May 31, 2015 (the ?Agreement?), pursuant to which the Executive is currently |
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| March 23, 2017 |
Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?), dated as of March 20, 2017, is entered into by and between POZEN Inc. (the ?Company?), and Andrew Koven (the ?Executive?). WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated May 31, 2015 (the ?Agreement?), pursuant to which the Executive is currently |
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| March 23, 2017 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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 20, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| March 23, 2017 |
Aralez Pharmaceuticals Inc. Amended and Restated 2016 Long-Term Incentive Plan UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| March 21, 2017 |
Aralez Pharmaceuticals, Inc. 7100 West Credit Avenue Suite 101, Mississauga, Ontario, Canada L5N 0E4 March 21, 2017 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Aralez Pharmaceuticals, Inc. Request for Withdrawal of Registration Statement on Form S-1 on Form S-3, as amended by Post-Effective Amendment |
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| March 13, 2017 |
Aralez Pharmaceuticals 10-K (Annual Report) arlzCurrentFolio10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 13, 2017 |
arlzEx991 Exhibit 99.1 ARALEZ Reports FOURTH quarter and full-year 2016 financial results -4Q16 Net Revenues Increased to $20 Million Versus $6 Million in the Comparable Period of 2015- -Full-Year Net Revenues Increased to $54.3 Million Versus $21.4 Million in the Comparable Period of 2015- -Provides 2017 Full-Year Guidance- Mississauga, Ontario ? March 13, 2017 ? Aralez Pharmaceuticals Inc. (NASD |
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| March 13, 2017 |
arlzCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 13, 2017 |
Exhibit 10.13 Form of RSU Award – Ireland ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Aralez Pharmaceuticals Inc. (the “Company”) has granted you an award of Restricted Stock Units (“Award”) of the Company under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the attached Restricted Stock |
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| March 13, 2017 |
SUBSIDIARIES OF ARALEZ PHARMACEUTICALS INC. Exhibit 21.1 SUBSIDIARIES OF ARALEZ PHARMACEUTICALS INC. Entity Name Jurisdiction of Incorporation or Formation Aralez Luxembourg Finance Luxembourg Aralez Pharmaceuticals Holdings Limited Ireland Aralez Pharmaceuticals Management Inc. Delaware, United States Aralez Pharmaceuticals R&D Inc. Delaware, United States Aralez Pharmaceuticals Trading DAC Ireland Aralez Pharmaceuticals US Inc. Delaware, |
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| March 13, 2017 |
Exhibit 10.14 Form of PSU Award – US ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD Aralez Pharmaceuticals Inc. (the “Company”) has granted you an award of Performance Share (“Award”) of the Company under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the attached Performance Share Award Agreeme |
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| March 13, 2017 |
Exhibit 10.6 Form of Option Award – Ireland ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the “Company”) has granted you a Nonqualified Stock Option (the “Option”) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the Nonqualified Stock Option Award Agree |
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| March 13, 2017 |
Exhibit 10.3 Form of Substitute Option Award - Canada ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN AMENDED AND RESTATED SUBSTITUTE STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the “Company”) has granted you a Substitute Stock Option (the “Option”) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the Amended an |
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| March 13, 2017 |
Exhibit 10.15 Form of PSU Award – Canada ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD Aralez Pharmaceuticals Inc. (the “Company”) has granted you an award of Performance Share (“Award”) of the Company under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the attached Performance Share Award Agr |
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| March 1, 2017 |
Entry into a Material Definitive Agreement 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): February 23, 2017 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of inco |
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| February 14, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. / Flynn James E Passive Investment SC 13G/A 1 e615745sc13ga-aralez.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) * Aralez Pharmaceuticals, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 03852X100 (CUSIP Number) Dec |
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| February 14, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aralez Pharmaceuticals Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 03852X100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| February 13, 2017 |
ARLZ / Aralez Pharmaceuticals Inc. / Broadfin Capital, LLC Passive Investment SC 13G/A 1 d739781513g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aralez Pharmaceuticals Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 03852X100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| January 27, 2017 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): January 27, 2017 (January 23, 2017) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other ju |
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| January 13, 2017 |
Exhibit 99.1 Toprol-XL Family (A Product of AstraZeneca Pharmaceuticals LP) Abbreviated Financial Statements December 31, 2015 and September 30, 2016 (With Independent Auditors? Report Thereon) Contents Independent Auditors? Report 2 Statements of Assets Acquired 3 Statements of Net Revenues and Direct Expenses 4 Notes to the Abbreviated Financial Statements 5 Independent Auditors? Report The Part |
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| January 13, 2017 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of (i) the Merger Transaction which was completed on February 5, 2016, (ii) Aralez Financing associated with the facility agreement and the share subscription agreement on February 5, 2016, (iii) the Medical |
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| January 13, 2017 |
Aralez Pharmaceuticals 8-K/A (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2017 (October 31, 2016) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other |
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| January 5, 2017 |
Aralez Pharmaceuticals 8-K/A (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2017 (October 3, 2016) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other ju |
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| January 5, 2017 |
EX-2.1 2 a17-14591ex2d1.htm EX-2.1 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. EXECUTION COPY CONFIDENTIAL ASSET PURCHASE AGREEMENT by and between AstraZeneca AB, Aralez Pharmaceuticals |
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| December 5, 2016 |
Exhibit 2.1 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. EXECUTION COPY CONFIDENTIAL ASSET PURCHASE AGREEMENT by and between Schering-Plough (Ireland) Company, Aralez Pharmaceuticals Trad |
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| December 5, 2016 |
Aralez Pharmaceuticals 8-K/A (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2016 (September 6, 2016) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other |
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| November 18, 2016 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.3 5 a16-218351ex99d3.htm EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of (i) the Merger Transaction which was completed on February 5, 2016, (ii) Aralez Financing associated with the facility agreement and the share subscription agreement |
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| November 18, 2016 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2016 (September 6, 2016) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or othe |
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| November 18, 2016 |
EX-99.2 4 a16-218351ex99d2.htm EX-99.2 Exhibit 99.2 The Zontivity Business of Merck & Co., Inc. Special Purpose Financial Statements (Unaudited) June 30, 2016 and December 31, 2015 The Zontivity Business of Merck & Co., Inc. Index Page(s) Special Purpose Financial Statements (Unaudited) Statements of Assets Acquired and Liabilities Assumed June 30, 2016 and December 31, 2015 3 Statements of Revenu |
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| November 18, 2016 |
Exhibit 99.1 The Zontivity Business of Merck & Co., Inc. Special Purpose Financial Statements December 31, 2015 and December 31, 2014 The Zontivity Business of Merck & Co., Inc. Index Page(s) Report of Independent Auditors 3 Special Purpose Financial Statements Statements of Assets Acquired and Liabilities Assumed December 31, 2015 and December 31, 2014 4 Statements of Revenues and Direct Expenses |
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| November 8, 2016 |
Aralez Pharmaceuticals 10-Q (Quarterly Report) arlzCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 7, 2016 |
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): November 7, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incor |
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| November 7, 2016 |
Exhibit 99.1 ARALEZ REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS -Completed Acquisitions of ZONTIVITY?; Toprol-XL? and its Authorized Generic- -Received U.S. Food and Drug Administration Approval and Launched YOSPRALA?- -Provides Improved 2016 Full Year Guidance- Mississauga, Ontario ? November 7, 2016 ? Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (?Aralez? or the ?Company?) today announ |
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| November 4, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): October 31, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incor |
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| November 4, 2016 |
Exhibit 10.1 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. EXECUTION COPY SUPPLY AGREEMENT by and among AstraZeneca AB and Aralez Pharmaceuticals Trading DAC Dated October 31, 2016 [***] I |
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| October 7, 2016 |
Exhibit 10.2 EXECUTION COPY AMENDMENT TO SECOND AMENDED AND RESTATED FACILITY AGREEMENT AMENDMENT TO SECOND AMENDED AND RESTATED FACILITY AGREEMENT (this ?Amendment?), dated as of October 3, 2016, by and among ARALEZ PHARMACEUTICALS, INC. (?Parent?), POZEN, INC., TRIBUTE PHARMACEUTICALS CANADA, INC. (?Credit Parties?), DEERFIELD PRIVATE DESIGN FUND III, L.P., DEERFIELD INTERNATIONAL MASTER FUND, L |
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| October 7, 2016 |
EX-2.1 2 a16-195131ex2d1.htm EX-2.1 Exhibit 2.1 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. EXECUTION COPY CONFIDENTIAL ASSET PURCHASE AGREEMENT by and between AstraZeneca AB, Aralez Pha |
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| October 7, 2016 |
EX-10.1 3 a16-195131ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION COPY October 3, 2016 Aralez Pharmaceuticals Inc. 7100 West Credit Avenue Suite 101 Mississauga, Ontario L5N 0E4 Re: Limited Consent Ladies and Gentlemen: Reference is hereby made to that certain Second Amended and Restated Facility Agreement dated as of December 7, 2015 (as amended, restated, supplemented or otherwise modified from time |
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| October 7, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): October 3, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorp |
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| September 15, 2016 |
Financial Statements and Exhibits, Other Events 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): September 15, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of inc |
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| September 15, 2016 |
Exhibit 99.1 ARALEZ ANNOUNCES FDA APPROVAL OF YOSPRALA FOR SECONDARY PREVENTION OF CARDIOVASCULAR AND CEREBROVASCULAR EVENTS IN PATIENTS AT RISK FOR ASPIRIN-ASSOCIATED GASTRIC ULCERS -Aralez Sales Force Will Be Expanded by 85 to 110 Sales Representatives by Launch- -YOSPRALA U.S. Commercial Launch Planned for First Week of October- -Company to Host Conference Call Today at 11:00 a.m. ET- MISSISSAU |
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| September 8, 2016 |
EX-99.1 3 a16-180871ex99d1.htm EX-99.1 Exhibit 99.1 ARALEZ ACQUIRES UNITED STATES AND CANADIAN RIGHTS TO ZONTIVITY FROM MERCK -Acquired ZONTIVITYÒ in the U.S. and Canada- -Long-range market exclusivity through regulatory exclusivity and intellectual property protection- MISSISSAUGA, Ontario —September 7, 2016 — Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ), a global specialty pharmaceutica |
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| September 8, 2016 |
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): September 6, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of inco |
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| September 8, 2016 |
EX-2.1 2 a16-180871ex2d1.htm EX-2.1 Exhibit 2.1 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. EXECUTION COPY CONFIDENTIAL ASSET PURCHASE AGREEMENT by and between Schering-Plough (Ireland) |
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| August 9, 2016 |
Aralez Pharmaceuticals 10-Q (Quarterly Report) 10-Q 1 arlz-20160630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 01-37691 ARALEZ PH |
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| August 9, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): August 9, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| August 9, 2016 |
ARALEZ REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS Exhibit 99.1 ARALEZ REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS Mississauga, Ontario ? August 9, 2016 ? Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (?Aralez? or the ?Company?) today announced financial results for the second quarter ended June 30, 2016. The Company also highlighted certain corporate, commercial, and regulatory updates. All figures are in U.S. dollars. Corporate Updates |
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| June 17, 2016 |
Submission of Matters to a Vote of Security Holders 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): June 16, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpor |
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| June 9, 2016 |
“Corporate Overview & Strategic Vision” Jefferies Healthcare Conference June 9, 2016 Exhibit 99.1 ?Corporate Overview & Strategic Vision? Jefferies Healthcare Conference June 9, 2016 This presentation includes certain statements that constitute ?forward-looking statements? within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the successful execution of our commercialization strategy with respect to Fibri |
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| June 9, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): June 9, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpora |
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| May 10, 2016 |
Exhibit 99.1 ARALEZ REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS -First Quarter 2016 Includes the Operations of Tribute from February 5, 2016 through March 31, 2016- Milton, Ontario ? May 10, 2016, Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (?Aralez? or the ?Company?), today announced financial results for the first quarter ended March 31, 2016. The Company also highlighted important co |
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| May 10, 2016 |
ARLZ / Aralez Pharmaceuticals Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 01-37691 ARALEZ PHARMACEUTICALS INC. (Exact Name of |
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| May 10, 2016 |
Exhibit 10.1 EXECUTION VERSION LEASE AGREEMENT BETWEEN WITMAN PROPERTIES, L.L.C., a New Jersey limited liability company and ALEXANDER ROAD AT DAVANNE, L.L.C., a New Jersey limited liability company as Tenants in Common, AS LANDLORD -AND- ARALEZ PHARMACEUTICALS US INC., a Delaware corporation AS TENANT PREMISES: 400 Alexander Road West Windsor, New Jersey DATED: April 18, 2016 INDEX ARTICLE CAPTIO |
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| May 10, 2016 |
EX-10.2 3 arlz-20160331ex10218d5c0.htm EX-10.2 Exhibit 10.2 LEASE GUARANTY This LEASE GUARANTY (“Guaranty”) is made as of April 18, 2016, by Aralez Pharmaceuticals Inc., a company formed under the laws of the Province of British Columbia, Canada, whose principal place of business is 151 Steeles Avenue E., Milton, Ontario L9T 1Y1 (“Guarantor”), in favor of WITMAN PROPERTIES, L.L.C., a New Jersey li |
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| May 10, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): May 10, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpora |
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| May 9, 2016 |
Aralez Pharmaceuticals DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of |
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| May 2, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): May 2, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorporat |
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| May 2, 2016 |
“Corporate Overview & Strategic Vision” Bloom Burton Healthcare Conference May 2, 2016 Exhibit 99.1 ?Corporate Overview & Strategic Vision? Bloom Burton Healthcare Conference May 2, 2016 This presentation includes certain statements that constitute ?forward-looking statements? within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding our 2016 financial guidance, the anticipated launch of BLEXTEN, promotional an |
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| April 22, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): April 18, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| April 5, 2016 |
3,758,617 Shares ARALEZ PHARMACEUTICALS INC. COMMON SHARES Table of Contents PROSPECTUS SUPPLEMENT (To Prospectus dated March 18, 2016) Filed Pursuant to Rule 424(b)(3) Registration No. |
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| April 4, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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): April 4, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpor |
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| April 4, 2016 |
“Corporate Overview & Strategic Vision” Dundee Investor Meetings April 4-6, 2016 Exhibit 99.1 ?Corporate Overview & Strategic Vision? Dundee Investor Meetings April 4-6, 2016 This presentation includes certain statements that constitute ?forward-looking statements? within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding our 2016 financial guidance, the anticipated April launch of Fibricor, including rel |
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| April 1, 2016 |
CORRESP 1 filename1.htm ARALEZ PHARMACEUTICALS INC. 151 Steeles Avenue East Milton, Ontario, Canada, L9T 1Y1 April 1, 2016 Via EDGAR and e-mail Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-4561 Attn: Irene Paik Re: Acceleration Request of Aralez Pharmaceuticals Inc. (the “Company”) Form S-3, File No. 333-210294 (the “Registration Statem |
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| March 31, 2016 |
ARLZ / Aralez Pharmaceuticals Inc. 10-K/A - Annual Report - 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K/A (Amendment No. |
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| March 24, 2016 |
ARLZ / Aralez Pharmaceuticals Inc. / Broadfin Capital, LLC Passive Investment SC 13G 1 d7092294sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aralez Pharmaceuticals Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 03852X100 (CUSIP Number) March 17, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| March 18, 2016 |
Table of Contents As filed with the Securities and Exchange Commission on March 18, 2016 Registration No. |
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| March 18, 2016 |
As filed with the Securities and Exchange Commission on March 18, 2016. Table of Contents As filed with the Securities and Exchange Commission on March 18, 2016. |
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| March 18, 2016 |
Table of Contents As filed with the Securities and Exchange Commission on March 18, 2016 Registration No. |
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| March 18, 2016 |
POS AM 1 a16-67932posam.htm POS AM Table of Contents As filed with the Securities and Exchange Commission on March 18, 2016 Registration No. 333-208823 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specifie |
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| March 15, 2016 |
Exhibit 99.1 ARALEZ REPORTS FOURTH QUARTER AND FULL-YEAR 2015 RESULTS - Announced Today the Resubmission to the FDA of the NDA for YOSPRALA?- - Expects 2016 Net Revenues to be in a Range of $48 Million to $58 Million- Milton, Ontario ? March 15, 2016, Aralez Pharmaceuticals Inc. (NASDAQ: ARLZ) (TSX: ARZ) (?Aralez? or the ?Company?), today announced results for the fourth quarter and full-year ende |
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| March 15, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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 15, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| March 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 15, 2016 (February 5, 2016) ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other ju |
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| March 15, 2016 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of (i) the Transactions, (ii) Aralez Financing associated with the facility agreement and the share subscription agreement and (iii) the Medical Futures Inc. (?MFI?) Acquisition which closed on June 16, 2015 |
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| March 15, 2016 |
SUBSIDIARIES OF ARALEZ PHARMACEUTICALS INC. EX-21.1 2 ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF ARALEZ PHARMACEUTICALS INC. Entity Name Jurisdiction of Incorporation Aralez Luxembourg Finance Luxembourg Aralez Pharmaceuticals Holdings Limited Ireland Aralez Pharmaceuticals Management Inc. Delaware, United States Aralez Pharmaceuticals R&D Inc. Delaware, United States Aralez Pharmaceuticals Trading DAC Ireland Aralez Pharmaceutical |
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| March 15, 2016 |
TABLE OF CONTENTS PART I — CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 TABLE OF CONTENTS PART I ? CONSOLIDATED FINANCIAL STATEMENTS CONTENTS PAGE FINANCIAL STATEMENTS REPORT BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 CONSOLIDATED BALANCE SHEETS F-3 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS? EQUITY F-4 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS F-6 NOTES TO THE CONSOLIDATED F |
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| March 15, 2016 |
As filed with the Securities and Exchange Commission on March 15, 2016 Registration No. |
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| March 15, 2016 |
ARLZ / Aralez Pharmaceuticals Inc. 10-K - Annual Report - ARALEZ PHARMACEUTICALS INC 10-K 12-31-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission file number 001-37691 ARALEZ PHARMACEUTICALS I |
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| March 14, 2016 |
Aralez Pharmaceuticals 8-K (Current Report/Significant Event) 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 14, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpo |
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| March 7, 2016 |
Financial Statements and Exhibits, Other Events 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 7, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 001-37691 98-1283375 (State or other jurisdiction of incorpor |
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| March 7, 2016 |
“Corporate Overview & Strategic Vision” Cowen Healthcare Conference March 7, 2016 Exhibit 99.1 ?Corporate Overview & Strategic Vision? Cowen Healthcare Conference March 7, 2016 This presentation includes certain statements that constitute ?forward-looking statements? within the meaning of applicable securities laws in Canada and United States. Forward-looking statements include, but are not limited to, statements regarding statements about the expected benefits of the merger tr |
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| February 16, 2016 |
ARLZ / Aralez Pharmaceuticals Inc. / PAR INVESTMENT PARTNERS LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aralez Pharmaceuticals Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 03852X100 (CUSIP Number) February 5, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 16, 2016 |
Aralez Pharmaceuticals 3G (Passive Acquisition of More Than 5% of Shares) Unassociated Document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 16, 2016 |
EX-99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares of Aralez Pharmaceuticals Inc. and further agree that this Agreement be included as an exhibit to such filing. Each p |
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| February 8, 2016 |
Exhibit 99.9 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you an award of Restricted Stock Units (?Award?) of the Company under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the attached Restricted Stock Unit Award Agreement (the ?Ag |
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| February 8, 2016 |
Exhibit 99.2 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN SUBSTITUTE STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you a Substitute Stock Option (the ?Option?) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the Substitute Stock Option Award Agreement provided to you (the ?Agreement? |
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| February 8, 2016 |
Exhibit 99.4 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the Company) has granted you a Nonqualified Stock Option (the Option) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the Plan). The terms of the grant are set forth in the Nonqualified Stock Option Award Agreement provided to you (the Agre |
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| February 8, 2016 |
As filed with the Securities and Exchange Commission on February 8, 2016 Registration No. |
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| February 8, 2016 |
Exhibit 99.7 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you a Nonqualified Stock Option (the ?Option?) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the Nonqualified Stock Option Award Agreement provided to you (the ?Agre |
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| February 8, 2016 |
Exhibit 99.6 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you a Nonqualified Stock Option (the ?Option?) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the Nonqualified Stock Option Award Agreement provided to you (the ?Agre |
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| February 8, 2016 |
Exhibit 99.5 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you a Nonqualified Stock Option (the ?Option?) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the Nonqualified Stock Option Award Agreement provided to you (the ?Agre |
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| February 8, 2016 |
ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN Exhibit 99.1 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1. History; Effective Date 1 2. Purposes of the Plan 1 3. Terminology 1 4. Administration 1 (a) Administration of the Plan 1 (b) Powers of the Administrator 1 (c) Delegation of Administrative Authority 3 (d) Non-Uniform Determinations 3 (e) Limited Liability; Advisors 3 (f) Indemnification 3 (g) Effect of |
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| February 8, 2016 |
Exhibit 99.11 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you an award of Restricted Stock Units (?Award?) of the Company under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the attached Restricted Stock Unit Award Agreement (the ?A |
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| February 8, 2016 |
ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN SUBSTITUTE STOCK OPTION AWARD Exhibit 99.3 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN SUBSTITUTE STOCK OPTION AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you a Substitute Stock Option (the ?Option?) under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the Substitute Stock Option Award Agreement provided to you (the ?Agreement? |
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| February 8, 2016 |
Exhibit 99.8 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you an award of Restricted Stock Units (?Award?) of the Company under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the attached Restricted Stock Unit Award Agreement (the ?Ag |
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| February 8, 2016 |
Exhibit 99.10 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Aralez Pharmaceuticals Inc. (the ?Company?) has granted you an award of Restricted Stock Units (?Award?) of the Company under the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the attached Restricted Stock Unit Award Agreement (the ?A |
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| February 5, 2016 |
Exhibit 10.3 ARALEZ PHARMACEUTICALS INC. 2016 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS Page 1. History; Effective Date 1 2. Purposes of the Plan 1 3. Terminology 1 4. Administration 1 (a) Administration of the Plan 1 (b) Powers of the Administrator 1 (c) Delegation of Administrative Authority 3 (d) Non-Uniform Determinations 3 (e) Limited Liability; Advisors 3 (f) Indemnification 3 (g) Effect of |
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| February 5, 2016 |
7,200,000 Shares ARALEZ PHARMACEUTICALS INC. Common Shares Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(3) File Number 333-208821 Prospectus 7,200,000 Shares ARALEZ PHARMACEUTICALS INC. |
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| February 5, 2016 |
9,057,971 Shares ARALEZ PHARMACEUTICALS INC. Common Shares 424B3 1 a2227273z424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) File Number 333-208822 Prospectus 9,057,971 Shares ARALEZ PHARMACEUTICALS INC. Common Shares This prospectus relates to the resale, from time to time, of up to 9,057,971 of our common shares by the selling shareholders identified in this prospectus under "Selling Shareholders" (the "Selling Shareholders"). Our comm |
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| February 5, 2016 |
8-K 1 a16-331218k.htm 8-K 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): February 5, 2016 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 333-208823 Not Applicable (State |
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| February 5, 2016 |
4,800,000 Shares ARALEZ PHARMACEUTICALS INC. Common Shares Table of Contents Filed pursuant to Rule 424(b)(3) File Number 333-208823 Prospectus 4,800,000 Shares ARALEZ PHARMACEUTICALS INC. |
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| February 5, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A CURRENT REPORT FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ARALEZ PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 333-208823 Not Applicable (State or other jurisdiction of incorporation) ( |
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| February 2, 2016 |
ARALEZ PHARMACEUTICALS INC. 2800 Park Place 666 Burrard Street Vancouver, British Columbia, Canada V6C 2Z7 February 2, 2016 Via EDGAR and e-mail Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-4561 Attn: Irene Paik Re: Acceleration Request of Aralez Pharmaceuticals Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-208821 |
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| February 2, 2016 |
ARALEZ PHARMACEUTICALS INC. 2800 Park Place 666 Burrard Street Vancouver, British Columbia, Canada V6C 2Z7 February 2, 2016 Via EDGAR and e-mail Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-4561 Attn: Irene Paik Re: Acceleration Request of Aralez Pharmaceuticals Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-208822 |
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| February 2, 2016 |
ARALEZ PHARMACEUTICALS INC. 2800 Park Place 666 Burrard Street Vancouver, British Columbia, Canada V6C 2Z7 February 2, 2016 Via EDGAR and e-mail Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-4561 Attn: Irene Paik Re: Acceleration Request of Aralez Pharmaceuticals Inc. (the ?Company?) Registration Statement on Form S-1 File No. 333-208823 |
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| January 22, 2016 |
S-1/A 1 a2227152zs-1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 21, 2016 Registration No. 333-208822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARALEZ PHARMACEUTICALS INC. (Exact name of Registrant as Specified in Its Charter) British Co |
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| January 22, 2016 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on January 21, 2016 Registration No. |
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| January 22, 2016 |
Table of Contents As filed with the Securities and Exchange Commission on January 21, 2016 Registration No. |
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| January 8, 2016 |
STELLAR PHARMACEUTICALS INC. AMENDED AND RESTATED STOCK OPTION PLAN Exhibit 10.53 STELLAR PHARMACEUTICALS INC. AMENDED AND RESTATED STOCK OPTION PLAN The Corporation hereby amends and restates the Plan as follows: 1. Purpose of the Plan 1.1 The purpose of the Plan is to attract, retain and motivate persons of training, experience and leadership to the Corporation and its Subsidiaries, including their directors, officers and employees, and to advance the interests |
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| January 8, 2016 |
Exhibit 10.66 GUARANTEE AND COLLATERAL AGREEMENT dated as of August 8, 2013 among TRIBUTE PHARMACEUTICALS CANADA INC. as Grantor, and SWK FUNDING LLC, as Agent [Tribute] Guarantee and Collateral Agreement 1 GUARANTEE AND COLLATERAL AGREEMENT Guarantee and Collateral Agreement, dated as of August 8, 2013 (this ?Agreement?), made by each signatory hereto (together with any other Person that becomes |
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| January 8, 2016 |
Exhibit 10.59 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of February 27, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC. an Ontario corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant |
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| January 8, 2016 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.54 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2015 B E T W E E N : TRIBUTE PHARMACEUTICALS CANADA INC., a corporation organized under the laws of the Province of Ontario, (hereinafter referred to as the “Corporation”) - and - ROB HARRIS, of the Town of Milton, in the Province of Ontario, (hereinafter referred to as the “Executive”) RECITALS: WHEREAS |
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| January 8, 2016 |
Void after 5:00 p.m. (Toronto time) on the 8th day of August, 2020. Exhibit 4.7 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 9, 2013. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BEN |
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| January 8, 2016 |
Exhibit 4.5 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION |
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| January 8, 2016 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.11 EXHIBIT B UNSECURED CONVERTIBLE PROMISSORY NOTE Cdn. $5,000,000 Due: June 16, 2016 ARTICLE 1 PRINCIPAL AND PAYMENT Section 1.1 Principal Sum and Repayment. For value received Tribute Pharmaceuticals Canada Inc. (the ?Corporation?), a corporation incorporated under the laws of Ontario, having its head office at the address set out in Section 4.2 hereof, shall pay to the order of Nidhi |
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| January 8, 2016 |
Exhibit 2.4 SHARE PURCHASE AGREEMENT BETWEEN STELLAR PHARMACEUTICALS INC. and ELORA FINANCIAL MANAGEMENT INC. and MARY-ANN HARRIS and ROB HARRIS and SCOTT LANGILLE 1 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 4 ARTICLE 2 PURCHASE AND SALE 12 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 14 ARTICLE 4 COVENANTS 44 ARTICLE 5 CONDITIONS OF CLOSING 47 ARTICLE 6 CLOSING ARRANGEMENTS 51 ARTICLE 7 INDEMNIFICAT |
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| January 8, 2016 |
Exhibit 10.57 CONSULTING AGREEMENT THIS AGREEMENT made as of the 29th day of January, 2015. B E T W E E N : TRIBUTE PHARMACEUTICALS CANADA INC. (the ?Corporation?) - and - LMT FINANCIAL INC. (?LMT?) - and - ARNOLD TENNEY WHEREAS the Company wishes to retain Arnold Tenney, through his consulting company LMT as an independent consultant (?Consultant?) to the Corporation effective January 1, 2015 (?E |
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| January 8, 2016 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.56 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 1st day of January, 2015. B E T W E E N : TRIBUTE PHARMACEUTICALS CANADA INC., a corporation organized under the laws of the Province of Ontario, (hereinafter referred to as the ?Corporation?) - and - JANICE M. CLARKE, of the City of Mt. Brydges, in the Province of Ontario, (hereinafter referr |
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| January 8, 2016 |
Exhibit 10.58 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 27, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purc |
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| January 8, 2016 |
EX-10.60 30 a2227048zex-1060.htm EX-10.60 Exhibit 10.60 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ |
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| January 8, 2016 |
Exhibit 10.63 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March , 2013, between TRIBUTE PHARMACEUTICALS CANADA INC. an Ontario corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securiti |
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| January 8, 2016 |
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTEE Exhibit 10.65 FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTEE THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of October 1, 2014, is entered into by and between TRIBUTE PHARMACEUTICALS CANADA INC., a corporation incorporated under the laws of Ontario, Canada (?Borrower?), each of the financial institutions from time to time party hereto (individually each a ?Lender? and col |
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| January 8, 2016 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT Exhibit 10.67 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of August 8, 2013 (this ?Agreement?), made by TRIBUTE PHARMACEUTICALS CANADA INC., a corporation incorporated under the laws of Ontario, Canada (?Borrower?), in favor of SWK FUNDING LLC, a Delaware limited liability company, as collateral agent for lenders party to the Credit Agreement (as def |
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| January 8, 2016 |
Exhibit 1.2 AGENCY AGREEMENT June 16, 2015 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Mr. Harris: The undersigned, KES 7 Capital Inc. (the ?Lead Agent?), Bloom Burton & Co. Ltd., Mackie Research Capital Corporation, Laurentian Bank Securities Inc. and Dundee Securities Inc. (collectively with |
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| January 8, 2016 |
Exhibit 2.6 Executed copy CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TRIBUTE PHARMACEUTICALS CANADA INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. LICENSE AGREEMENT |
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| January 8, 2016 |
Exhibit 2.7 SHARE PURCHASE AGREEMENT BETWEEN TRIBUTE PHARMACEUTICALS CANADA INC. AND PARDEEP NIJHAWAN AND NIDHI NIJHAWAN June 16, 2015 TABLE OF CONTENTS Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Knowledge 7 1.3 Currency 7 1.4 Governing Law 7 1.5 Interpretation Not Affected by Headings 7 1.6 Number and Gender 7 1.7 Time of Essence 7 1.8 Severability 7 1.9 Accounting Terms 7 1.10 Calculation |
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| January 8, 2016 |
Exhibit 2.8 ASSET PURCHASE AGREEMENT by and between TRIBUTE PHARMACEUTICALS INTERNATIONAL INC. and MUTUAL PHARMACEUTICAL COMPANY, INC. and SUN PHARMACEUTICAL INDUSTRIES, INC. Dated: May 21, 2015 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of this 21st of May, 2015 (the ?Effective Date?), by and between Tribute Pharmaceuticals International |
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| January 8, 2016 |
Exhibit 4.8 PROMISSORY NOTE $2,000,000.00 February 4, 2014 FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this ?Note?), the undersigned, TRIBUTE PHARMACEUTICALS CANADA INC., a Delaware corporation (?Borrower?), having an address at 15770 Dallas Parkway, Suite 1290, Dallas, TX 75248, promises to pay to the order of SWK FUNDING LLC, a Delaware limited liability company as agen |
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| January 8, 2016 |
Exhibit 10.64 EXECUTION VERSION CREDIT AGREEMENT dated as of August 8, 2013 among TRIBUTE PHARMACEUTICALS CANADA INC. as Borrower, THE LENDERS PARTY HERETO, as Lenders, and SWK FUNDING LLC, as Agent, Sole Lead Arranger and Sole Bookrunner CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURIT |
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| January 8, 2016 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT Exhibit 10.67 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of August 8, 2013 (this ?Agreement?), made by TRIBUTE PHARMACEUTICALS CANADA INC., a corporation incorporated under the laws of Ontario, Canada (?Borrower?), in favor of SWK FUNDING LLC, a Delaware limited liability company, as collateral agent for lenders party to the Credit Agreement (as def |
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| January 8, 2016 |
Exhibit 4.4 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 12, 2012. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE B |
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| January 8, 2016 |
EX-4.5 14 a2227049zex-45.htm EX-4.5 Exhibit 4.5 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRAN |
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| January 8, 2016 |
Exhibit 4.6 PROMISSORY NOTE $6,000,000.00 August 8, 2013 FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this ?Note?), the undersigned, TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (?Borrower?), having an address at 151 Steeles Avenue East, Milton, Ontario, Canada, 19T 1Y1, promises to pay to the order of SWK FUNDING LLC, a Delaware limited liability company as |
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| January 8, 2016 |
EX-4.8 17 a2227050zex-48.htm EX-4.8 Exhibit 4.8 PROMISSORY NOTE $2,000,000.00 February 4, 2014 FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this “Note”), the undersigned, TRIBUTE PHARMACEUTICALS CANADA INC., a Delaware corporation (“Borrower”), having an address at 15770 Dallas Parkway, Suite 1290, Dallas, TX 75248, promises to pay to the order of SWK FUNDING LLC, a Delawa |
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| January 8, 2016 |
Exhibit 10.60 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchase |
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| January 8, 2016 |
Exhibit 1.2 AGENCY AGREEMENT June 16, 2015 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Mr. Harris: The undersigned, KES 7 Capital Inc. (the ?Lead Agent?), Bloom Burton & Co. Ltd., Mackie Research Capital Corporation, Laurentian Bank Securities Inc. and Dundee Securities Inc. (collectively with |
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| January 8, 2016 |
ASSET PURCHASE AGREEMENT NOVARTIS PHARMA AG NOVARTIS AG TRIBUTE PHARMACEUTICALS CANADA INC. Exhibit 2.5 Executed copy CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TRIBUTE PHARMACEUTICALS CANADA INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. ASSET PURCHASE AGR |
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| January 8, 2016 |
Exhibit 2.6 Executed copy CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TRIBUTE PHARMACEUTICALS CANADA INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. LICENSE AGREEMENT |
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| January 8, 2016 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.11 EXHIBIT B UNSECURED CONVERTIBLE PROMISSORY NOTE Cdn. $5,000,000 Due: June 16, 2016 ARTICLE 1 PRINCIPAL AND PAYMENT Section 1.1 Principal Sum and Repayment. For value received Tribute Pharmaceuticals Canada Inc. (the ?Corporation?), a corporation incorporated under the laws of Ontario, having its head office at the address set out in Section 4.2 hereof, shall pay to the order of Nidhi |
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| January 8, 2016 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.54 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2015 B E T W E E N : TRIBUTE PHARMACEUTICALS CANADA INC., a corporation organized under the laws of the Province of Ontario, (hereinafter referred to as the ?Corporation?) - and - ROB HARRIS, of the Town of Milton, in the Province of Ontario, (hereinafter referred to as the ?Executive?) RECITALS: WHEREAS |
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| January 8, 2016 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.55 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2015 B E T W E E N : TRIBUTE PHARMACEUTICALS CANADA INC., a corporation organized under the laws of the Province of Ontario, (hereinafter referred to as the ?Corporation?) - and - SCOTT LANGILLE, of the Town of Guelph, in the Province of Ontario, (hereinafter referred to as the ?Executive?) RECITALS: WHE |
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| January 8, 2016 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.55 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2015 B E T W E E N : TRIBUTE PHARMACEUTICALS CANADA INC., a corporation organized under the laws of the Province of Ontario, (hereinafter referred to as the ?Corporation?) - and - SCOTT LANGILLE, of the Town of Guelph, in the Province of Ontario, (hereinafter referred to as the ?Executive?) RECITALS: WHE |
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| January 8, 2016 |
Exhibit 10.57 CONSULTING AGREEMENT THIS AGREEMENT made as of the 29th day of January, 2015. B E T W E E N : TRIBUTE PHARMACEUTICALS CANADA INC. (the ?Corporation?) - and - LMT FINANCIAL INC. (?LMT?) - and - ARNOLD TENNEY WHEREAS the Company wishes to retain Arnold Tenney, through his consulting company LMT as an independent consultant (?Consultant?) to the Corporation effective January 1, 2015 (?E |
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| January 8, 2016 |
Exhibit 10.60 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchase |
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| January 8, 2016 |
Exhibit 10.61 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 5, 2013, between TRIBUTE PHARMACEUTICALS CANADA INC. an Ontario corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securit |
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| January 8, 2016 |
Exhibit 10.62 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March , 2013, between TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (f/k/a Stellar Pharmaceuticals Inc.) (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchaser |
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| January 8, 2016 |
Exhibit 10.63 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March , 2013, between TRIBUTE PHARMACEUTICALS CANADA INC. an Ontario corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securiti |
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| January 8, 2016 |
Exhibit 10.64 EXECUTION VERSION CREDIT AGREEMENT dated as of August 8, 2013 among TRIBUTE PHARMACEUTICALS CANADA INC. as Borrower, THE LENDERS PARTY HERETO, as Lenders, and SWK FUNDING LLC, as Agent, Sole Lead Arranger and Sole Bookrunner CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURIT |
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| January 8, 2016 |
EX-10.68 38 a2227049zex-1068.htm EX-10.68 Exhibit 10.68 SUPPORT AGREEMENT THIS AGREEMENT is made as of the day of June, 2015. BETWEEN: [INSERT SHAREHOLDER NAME], an individual resident in the City of •, Ontario (the “Shareholder”) -and- ARLZ CA ACQUISITION CORP., a corporation existing under the laws of the Province of Ontario (“Purchaser”) WHEREAS the Shareholder is the registered and/or direct o |
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| January 8, 2016 |
Exhibit 1.1 UNDERWRITING AGREEMENT June 25, 2014 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Sir: Based upon and subject to the terms and conditions set out in this agreement (the ?Underwriting Agreement?), Dundee Securities Ltd. (the ?Lead Underwriter?) and Mackie Research Capital Corporation |
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| January 8, 2016 |
Exhibit 1.3 AGENCY AGREEMENT May 21, 2015 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Mr. Harris: The undersigned, Dundee Securities Ltd. (the ?Lead Agent?), Kes 7 Capital Inc., and Bloom Burton & Co. Ltd. (collectively with the Lead Agent, the ?Agents? and each individually an ?Agent?) unders |
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| January 8, 2016 |
Exhibit 1.3 AGENCY AGREEMENT May 21, 2015 Tribute Pharmaceuticals Canada Inc. 151 Steeles Avenue East Milton, Ontario L9T 1Y1 Attention: Rob Harris, President and Chief Executive Officer Dear Mr. Harris: The undersigned, Dundee Securities Ltd. (the ?Lead Agent?), Kes 7 Capital Inc., and Bloom Burton & Co. Ltd. (collectively with the Lead Agent, the ?Agents? and each individually an ?Agent?) unders |
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| January 8, 2016 |
Exhibit 2.4 SHARE PURCHASE AGREEMENT BETWEEN STELLAR PHARMACEUTICALS INC. and ELORA FINANCIAL MANAGEMENT INC. and MARY-ANN HARRIS and ROB HARRIS and SCOTT LANGILLE 1 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 4 ARTICLE 2 PURCHASE AND SALE 12 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 14 ARTICLE 4 COVENANTS 44 ARTICLE 5 CONDITIONS OF CLOSING 47 ARTICLE 6 CLOSING ARRANGEMENTS 51 ARTICLE 7 INDEMNIFICAT |
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| January 8, 2016 |
Void after 5:00 p.m. (Toronto time) on the 8th day of August, 2020. Exhibit 4.7 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 9, 2013. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BEN |
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| January 8, 2016 |
Exhibit 4.6 PROMISSORY NOTE $6,000,000.00 August 8, 2013 FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this ?Note?), the undersigned, TRIBUTE PHARMACEUTICALS CANADA INC., an Ontario corporation (?Borrower?), having an address at 151 Steeles Avenue East, Milton, Ontario, Canada, 19T 1Y1, promises to pay to the order of SWK FUNDING LLC, a Delaware limited liability company as |
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| January 8, 2016 |
SECURED SUBORDINATE DEBENTURE TRIBUTE PHARMACEUTICALS CANADA INC. Exhibit 4.12 Certificate No. 2015- . SECURED SUBORDINATE DEBENTURE OF TRIBUTE PHARMACEUTICALS CANADA INC. TABLE OF CONTENTS Article 1 INTERPRETATION 3 1.1 Definitions 3 1.2 Meaning of Outstanding 4 1.3 Non-Business Days 4 1.4 Currency 5 1.5 Headings 5 1.6 Governing Law 5 1.7 Singular, Gender, Legislation, Etc. 5 1.8 Severability 5 1.9 Binding Effect 5 1.1 Time 5 Article 2 The debenture 6 2.1 Indeb |
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| January 8, 2016 |
SECURED SUBORDINATE DEBENTURE TRIBUTE PHARMACEUTICALS CANADA INC. Exhibit 4.12 Certificate No. 2015- . SECURED SUBORDINATE DEBENTURE OF TRIBUTE PHARMACEUTICALS CANADA INC. TABLE OF CONTENTS Article 1 INTERPRETATION 3 1.1 Definitions 3 1.2 Meaning of Outstanding 4 1.3 Non-Business Days 4 1.4 Currency 5 1.5 Headings 5 1.6 Governing Law 5 1.7 Singular, Gender, Legislation, Etc. 5 1.8 Severability 5 1.9 Binding Effect 5 1.1 Time 5 Article 2 The debenture 6 2.1 Indeb |
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| January 8, 2016 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.11 EXHIBIT B UNSECURED CONVERTIBLE PROMISSORY NOTE Cdn. $5,000,000 Due: June 16, 2016 ARTICLE 1 PRINCIPAL AND PAYMENT Section 1.1 Principal Sum and Repayment. For value received Tribute Pharmaceuticals Canada Inc. (the ?Corporation?), a corporation incorporated under the laws of Ontario, having its head office at the address set out in Section 4.2 hereof, shall pay to the order of Nidhi |
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| January 8, 2016 |
[SERIES A/B] COMMON STOCK PURCHASE WARRANT TRIBUTE PHARMACEUTICALS CANADA INC. Exhibit 4.1 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF |
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| January 8, 2016 |
Exhibit 2.7 SHARE PURCHASE AGREEMENT BETWEEN TRIBUTE PHARMACEUTICALS CANADA INC. AND PARDEEP NIJHAWAN AND NIDHI NIJHAWAN June 16, 2015 TABLE OF CONTENTS Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Knowledge 7 1.3 Currency 7 1.4 Governing Law 7 1.5 Interpretation Not Affected by Headings 7 1.6 Number and Gender 7 1.7 Time of Essence 7 1.8 Severability 7 1.9 Accounting Terms 7 1.10 Calculation |
