UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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 2, 2014
Tribute Pharmaceuticals Canada Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Ontario, Canada | | 000-31198 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
151 Steeles Avenue East, Milton, Ontario, Canada L9T 1Y1
(Address of principal executive offices) (Zip code)
(905) 876-1118
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
Tribute Pharmaceuticals Canada Inc., an Ontario, Canada corporation (the “Company”), is filing this Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) to amend the Current Report on Form 8-K (the “Original Form 8-K”) originally filed with the Securities and Exchange Commission (the “Commission”) on October 8, 2014 (the “Original Filing Date”) and amended by Amendment No. 1 to the Original Form 8-K filed with the Commission on December 9, 2014 (the “Amended Form 8-K”). This Amendment No. 2 amends the Amended Form 8-K to include certain financial information in connection with the Company’s acquisition of the Canadian rights to manufacture, market, promote, distribute and sell Fiorinal®, Fiorinal® C, Visken® and Viskazide® (the “Acquired Businesses”). The financial information being provided by Amendment No. 2 includes: (i) Audited Statements of Revenue and Related Expenses of the Acquired Businesses; and (ii) Unaudited pro forma condensed consolidated financial information of the Company and the Acquired Businesses, for the year ended December 31, 2013 and the nine months ended September 30, 2014. This financial information relating to the Acquired Businesses is being provided in response to comments received by Aralez Pharmaceuticals Ltd. from the Commission relating to its filing of Form S-4, as amended, in connection with the proposed acquisition of the Company by Pozen, Inc. No other changes are being made to the Amended Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
a) Financial statements of business acquired.
The audited Statements of Revenue and Related Expenses of the Acquired Businesses for the year ended December 31, 2013 and the nine months ended September 30, 2014, are filed herewith as Exhibit 99.2. The consent of PricewaterhouseCoopers AG is attached as Exhibit 23.1 to this Amendment No. 2.
b) Pro forma financial information.
The unaudited pro forma condensed consolidated financial information of the Company and the Acquired Businesses as of and for the year ended December 31, 2013 and as of and for the nine months ended September 30, 2014 are filed herewith as Exhibit 99.3.
d) Exhibits
The following exhibits are filed herewith:
| | |
| | |
| | Consent of PricewaterhouseCoopers AG |
| | Audited Statements of Revenue and Related Expenses |
| | Pro Forma Condensed Consolidated Financial Statements |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned hereunto duly authorized.
| | TRIBUTE PHARMACEUTICALS CANADA INC. | |
| | | | |
| Date: October 29, 2015 | By: | /s/ Scott Langille | |
| | | Name: Scott Langille | |
| | | Title: Chief Financial Officer | |
| | | | |
EXHIBIT INDEX
| | | |
| | |
| | |
| | Consent of PricewaterhouseCoopers AG |
| | Audited Statements of Revenue and Related Expenses |
| | Pro Forma Condensed Consolidated Financial Statements |
* Filed herewith.
