|
1
|
NAMES OF REPORTING PERSONS
Whitefort Capital Master Fund, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
☐
(b)
☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see Instructions)
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,582,341
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,582,341
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,582,341
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
|
14
|
TYPE OF REPORTING PERSON (see Instructions)
PN
|
|
1
|
NAMES OF REPORTING PERSONS
Whitefort Capital Management, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
☐
(b)
☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see Instructions)
WC
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,582,341
|
|
0
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,582,341
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,582,341
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
|
14
|
TYPE OF REPORTING PERSON (see Instructions)
PN, IA
|
|
1
|
NAMES OF REPORTING PERSONS
David Salanic
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
☐
(b)
☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see Instructions)
AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,582,341
|
|
0
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,582,341
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,582,341
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
|
14
|
TYPE OF REPORTING PERSON (see Instructions)
IN, HC
|
|
1
|
NAMES OF REPORTING PERSONS
Joseph Kaplan
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
☐
(b)
☐
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (see Instructions)
AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,582,341
|
|
0
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,582,341
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,582,341
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
|
14
|
TYPE OF REPORTING PERSON (see Instructions)
IN, HC
|
|
Item 1.
|
Security and Issuer.
|
This statement relates to the Common Shares, without par value (the “Common Stock”), of Novelion
Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at c/o Norton Rose Fulbright, 1800-510 West Georgia Street, Vancouver, BC V6B 0M3 Canada
|
Item 2.
|
Identity and Background.
|
(a)
The names of the persons filing this statement on Schedule 13D are (collectively, the “Reporting Persons”):
|
·
|
Whitefort Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”);
|
|
·
|
Whitefort Capital Management, LP, a Delaware limited partnership (“Whitefort Management”);
|
|
·
|
David Salanic, a French citizen (“Mr. Salanic”); and
|
|
·
|
Joseph Kaplan, a United States citizen (“Mr. Kaplan”).
|
Whitefort Management acts as the investment manager of the Master Fund. Each of Mr. Salanic and Mr.
Kaplan is a Co-Managing Partner of Whitefort Management. By virtue of these relationships, each of Whitefort Management, Mr. Salanic and Mr. Kaplan may be deemed to have voting and dispositive power with respect to the shares of Common Stock (as
defined below) owned by the Master Fund. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b)
The address of the principal offices of each of the Reporting Persons is 780 Third Avenue, 26
th
Floor, New York, New York 10017.
(c)
The principal business of the Master Fund is that of a private fund engaged in investment in securities for its own account. The principal business of
Whitefort Management is to serve as the investment manager of the Master Fund. The principal business of Messrs. Salanic and Kaplan is to serve as the Co-Managing Partners of Whitefort Management.
(d)
During the last five (5) years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last five (5) years, no Reporting Person has, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding such entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f)
Mr. Salanic is a citizen of France. Mr. Kaplan is a citizen of the United States.
The Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.
Whitefort Management is a limited partnership formed under the laws of the
State of Delaware.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b) as a result of
entering into a Joint Filing Agreement as described below and filed as an exhibit to this statement. If the Reporting Persons are deemed to have formed a group, the Reporting Persons could be deemed to beneficially own the shares collectively held
by the group, which would be an aggregate 1,582,341 shares or 8.3% of the Common Stock of the Company; however, each of the Reporting Persons disclaims beneficial ownership of the shares held by other members of the group except as expressly set
forth herein.
The aggregate purchase price of the 1,582,341 shares of Common Stock directly beneficially owned by
the Master Fund is approximately $2,137,552.53 which was funded with partnership funds of the Master Fund. The Master Fund effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend
margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.
Item 4. Purpose of the Transaction
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief
that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon other factors, including overall market conditions, other investment opportunities available to the Reporting Persons, and
the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other
things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or
hedge their economic exposure to the Shares without affecting their beneficial ownership of Shares.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or
make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Issuer’s: operations, management, certificate of incorporation and bylaws, composition of the Board or its committees, nominating
procedures, ownership, capital or corporate structure, dividend policy, forecasts, potential acquisitions or sales, businesses or assets, including the sales thereof, strategy and/or plans of the Issuer as a means of enhancing stockholder value.
The Reporting Persons may have discussions with representatives of the Issuer regarding one or more of these or related subjects. The Reporting Persons may change their intention with respect to any and all matters referred to in this Item 4. The
Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board, other stockholders or third parties, including, potential
acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would
result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)
As of the date of this filing, the Reporting Persons may be deemed to beneficially own 1,582,341 shares (the “Shares”), or approximately 8.3% of the
outstanding Common Stock of the Issuer. The aggregate percentages of Common Stock reported owned by the Reporting Persons is based upon approximately 19,017,310 shares outstanding, which is the total number of common shares outstanding on March 11,
2019 as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 15, 2019.
(b)
Whitefort Management acts as the investment manager of the Master Fund. Each of Mr. Salanic and Mr. Kaplan is a Co-Managing Partner of Whitefort
Management. Accordingly, each of Whitefort Management, Mr. Salanic and Mr. Kaplan may be deemed to have shared voting and dispositive power with respect to the Shares held by the Master Fund.
(c)
Except as disclosed on
Schedule 1
attached hereto, no
transactions in the Common Stock were effected during the past 60 days by the Reporting Persons.
(d)
To the best knowledge of the Reporting Persons, no other person is known
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.
(e)
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the parties
agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or
relationships with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Exhibit 99.1 –
|
Joint Filing Agreement, dated as of the date hereof, by and among Whitefort Capital Master Fund, LP, Whitefort Capital Management, LP, David Salanic and
Joseph Kaplan.
|
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information
with respect to it set forth in this statement is true, complete and correct.
Dated:
March 29, 2019
WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital GP, LLC, its general partner
By:
/s/ David Salanic
David Salanic, Co-Managing Partner
By:
/s/ Joseph Kaplan
Joseph Kaplan, Co-Managing Partner
WHITEFORT CAPITAL MANAGEMENT, LP
By:
/s/ David Salanic
David Salanic, Co-Managing Partner
By:
/s/ Joseph Kaplan
Joseph Kaplan, Co-Managing Partner
/s/ David Salanic
DAVID SALANIC
/s/ Joseph Kaplan
JOSEPH KAPLAN
SCHEDULE 1
Transaction in Securities of the Issuer
During the Past 60 Days
|
Date
|
Security
|
Amount of Shs. Bought/(Sold)
|
Approx. price ($) per Share
1
|
|
WHITEFORT CAPITAL MASTER FUND, LP
|
|
2/6/2019
|
Common Stock
|
750692
|
1.4497
|
|
2/7/2019
|
Common Stock
|
124883
|
1.2134
|
|
2/8/2019
|
Common Stock
|
116574
|
1.22
|
|
2/11/2019
|
Common Stock
|
178789
|
1.2119
|
|
2/12/2019
|
Common Stock
|
193815
|
1.2523
|
|
2/13/2019
|
Common Stock
|
164418
|
1.3567
|
|
2/14/2019
|
Common Stock
|
53170
|
1.3742
|
1
Not including any brokerage fees.