Item 1. Security and Issuer.
This statement constitutes Amendment No. 4 to the Schedule 13D relating to the Common Stock, without par value (the “Shares”), issued by
Novelion Therapeutics Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on December 5, 2016 and amended by amendment Nos. 1 through 3 thereto (as amended, the “Initial
Schedule 13D”), on behalf of the Reporting Persons (as defined herein), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in
the Initial Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Initial Schedule 13D is hereby amended by adding the following:
On November 8, 2018, Aegerion Pharmaceuticals, Inc. (“Aegerion”), a wholly-owned subsidiary of the Issuer, repaid to the Sarissa Funds all
amounts outstanding under the Loan Agreement. As a result of this repayment, (i) all Obligations (as defined in the Loan Agreement) under the Loan Agreement were satisfied and discharged in full, (ii) all security interests and other liens
granted for the benefit of the lenders under the Loan Agreement as security for the Obligations were irrevocably and automatically terminated and released, and (iii) the Loan Agreement and other related loan documents were terminated and
without further force and effect, other than indemnification obligations and such other terms that are expressly specified to survive the respective agreement’s termination.
The foregoing summary of the Loan Agreement is subject to, and qualified in its entirety by reference to, the Loan Agreement which was filed as Exhibit 10.1
to the Issuer’s Current Report on Form
8-K,
which was filed with the Securities and Exchange Commission on March 15, 2018, and is hereby incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Schedule 13D is hereby amended as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 909,296 Shares representing approximately 4.6% of the Issuer’s outstanding
Shares (based upon the 18,852,557 Shares stated to be outstanding as of August 2, 2018 by the Issuer in the Issuer’s Form
10-Q
filed with the Securities and Exchange Commission on August 7, 2018
and 909,296 Shares underlying the Warrants held by the Reporting Persons).
(b) For purposes of this Schedule 13D:
Sarissa Offshore has sole voting power and sole dispositive power with regard to 619,231 Shares underlying Warrants. Sarissa Catapult has sole voting power and
sole dispositive power with regard to 290,065 Shares underlying Warrants. Sarissa Capital, as the investment advisor to the Sarissa Funds and as the managing member of Sarissa Catapult, may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of) the 909,296 Shares underlying Warrants held by the Sarissa Funds. By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of
Sarissa Capital’s general partner and as controlling the ultimate general partner of Sarissa Offshore, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the
disposition of) the 909,296 Shares underlying Warrants held by the Sarissa Funds.
(c) The following sets forth all transactions with respect to the Shares
effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on November 8, 2018 (all such transactions were sales of Shares effected in the open
market): on November 8, 2018, (i) Sarissa Offshore sold an aggregate of 697,722 Shares for $1.48 per Share, and (ii) Sarissa Catapult sold an aggregate of 327,278 Shares for $1.48 per Share.
(e) As a result of the consummation of the transactions disclosed in this Amendment No. 4 (see item 4(c) above), the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Shares on November 8, 2018.