NOVELION THERAPEUTICS INC. (Form: 8-K, Received: 12/16/2016 17:10:18)

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 16, 2016

Novelion Therapeutics Inc.

(Exact Name of Registrant as specified in its charter)

British Columbia, Canada		000-17082		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

887 Great Northern Way, Suite 250, Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 707-7000

Not Applicable

(Registrant’s name or former address, if change 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))

Item 8.01. Other Events.

On December 16, 2016, Novelion Therapeutics Inc. (the “ Company ”) issued a press release announcing that the 1-for-5 share consolidation (the “ Share Consolidation ”) of its common shares (“ Common Shares ”), previously announced on December 5, 2016, took effect at 5:00 p.m. eastern time on December 16, 2016. At the effective time of the Share Consolidation, each Common Share issued and outstanding immediately before the effective time of the Share Consolidation was automatically converted into one-fifth of one Common Share. The Share Consolidation affected all shareholders uniformly and did not affect any shareholder’s percentage ownership interest in the Company or proportionate voting power, except for minor changes and adjustments resulting from the treatment of fractional shares. No fractional shares were issued in connection with the Share Consolidation. Any fractional shares that would otherwise have been issued were rounded down to the nearest whole share without any reimbursement or payment associated therewith. Immediately following the effective time of the Share Consolidation, Novelion is expected to have approximately 18,530,700 Common Shares issued and outstanding. Common Shares will begin trading on a Share Consolidation-adjusted basis on the NASDAQ Global Select Market at the opening of trading on December 19, 2016, and on the Toronto Stock Exchange at the opening of trading on or about December 21, 2016. In addition, as a result of the Share Consolidation, the Company announced an adjustment to the conversion rate of the 2.00% Convertible Senior Notes (the “ Convertible Notes ”) due 2019 of Aegerion Pharmaceuticals, Inc., an indirect wholly-owned subsidiary of the Company, to reflect a conversion rate of 4.9817 Common Shares per $1,000 principal amount of Convertible Notes.

A copy of the press release announcing the effectiveness of the Share Consolidation and the adjustment to the conversion rate of the Convertible Notes is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01. A specimen common share certificate reflecting the Share Consolidation is filed as Exhibit 4.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Specimen Common Share Certificate of the Company.
99.1		Press Release, dated December 16, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Novelion Therapeutics Inc.

	By:	/s/ Benjamin Harshbarger
	Name:	Benjamin Harshbarger
	Title:	General Counsel and Secretary

Date: December 16, 2016

EXHIBIT INDEX

Exhibit No.		Description
4.1		Specimen Common Share Certificate of the Company.
99.1		Press Release, dated December 16, 2016.

Exhibit 4.1

C0000000230 | M NOVELION THERAPEUTICS INC. Number Shares * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * 00000000 A BRITISH COLUMBIA BUSINESS CORPORATIONS ACT COMPANY **SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIME N67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20 200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000 THIS CERTIFIES THAT NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION* THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NSOVEPLIONE*THCERAPIEMUTICSE*INNC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUT ICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.* zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****S PECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67 001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200 000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOV ELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THERAPEUTICS*INC.*zero****SPECIMEN67001K20200000000NOVELION*THE **067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOV ELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC. *zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K2020000 IS THE REGISTERED HOLDER OF 20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K*2020*000*0000OVE*LIO*N*TH*ERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THE 0000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTI CS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K RAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero**** 067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVEL ION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*z ero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K20200000000NOVELION*THERAPEUTICS*INC.*zero****067001K202000000 SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF NOVELION THERAPEUTICS INC. in the Authorized share structure of the above named Company subject to the Articles of the Company transferable on the Central Securities Register of the Company by the registered holder in person or by attorney duly authorized in writing upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. IN WITNESS WHEREOF the Company has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers, at Vancouver, British Columbia. Dated: Dec 13, 2016 Chief Executive Officer COUNTERSIGNED AND REGISTERED COMPUTERSHARE INVESTOR SERVICES INC. (VANCOUVER) (TORONTO) TRANSFER AGENT AND REGISTRAR General Counsel By Authorized Officer The shares represented by this certificate are transferable at the offices of Computershare Investor Services Inc. in Vancouver, BC and Toronto, ON. CSAE_WIP_QLTQ_C02.mtl.pulls/000001/000001/i ISIN CA67001K2020 CUSIP 67001K202

The follo\•Jing abbreviations shall be construed as though the \•rords set forth below opposite each abbreviation were 'iofitlen Old in full ._...here such abbreviation appears: TEN COM TEN ENT JTTEN as tenants in common as tenants by the entireties as joint tenants >.o.;th rights of SUivi·;orship and not as tenants in common (Name) CUST (Name) UNtF GIFT MIN ACT (State) (Name) as Custodianfor (Name) under the (Siote) Uniform Gifts to Minors Act Additionalabbreviations may also be used though not in the above list. For value received the undersigned hereby sells, assigns and transfers unto Insert name and address of transferee shares represented by this certificate and does hereby irrevocably constitute and appoint the attorney of the undersigned to transfer the said shares on the books of the Company with full power of substitution in the premises. DATED _ Signature of Shareholder Signature of Guarantor Signature Guarantee: The signature on this assignment must correspond with the name as written upon the face of the certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule l chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEivlP, lvlSP) The Guarantor must affix a stamp bearing the actual words "Signature Guaranteed". In the USA, signature guarantees must be done by members of a "lvledallion Signature Guarantee Program" only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses PopuIaires unless they are members of the Stamp Medallion Program. SECURITY INSTRUCTIONS-INSTRUCTIONS DE SECURITE 1111S IS WA1CRMAI1KCD PAPLA, DO N01 ACCCPl WITIIOUT NOTIN O Will CRMARK·I IOLI) TO liGHT TO VERIFY W/\TFRMIIRK. PAPILH f lliGHANI. NE PIIS ACCFPTFR SANS VFRIFIF.A IA PRFSFNCE DU FILIGRANE. POUICE FAIRE,PLACER A LA LUMIERE. EN_COMP_V2_01

Exhibit 99.1

Novelion Therapeutics Completes Reverse Stock Split

Vancouver, B.C., December 16, 2016 — Novelion Therapeutics Inc. (NASDAQ: NVLN) (TSX: NVLN), a biopharmaceutical company dedicated to developing new standards of care for individuals living with rare diseases (the “Company”), today completed a one-for-five (1:5) reverse split of its common stock (the “Consolidation”). The Company’s common shares will begin trading on a post-Consolidation basis on the NASDAQ Global Select Market at the opening of trading on December 19, 2016 and on the Toronto Stock Exchange at the opening of trading on or about December 21, 2016, in each case under the symbol “NVLN”. The purpose of the Consolidation, which was approved by Novelion’s board of directors, is to increase the per share trading price of Novelion’s common shares in order to enhance the attractiveness of the stock to certain institutional investors that are precluded from buying shares trading below $5 per share.

Mary Szela, chief executive officer of Novelion said, “This is another important action taken by the company to enhance the attractiveness of the Novelion story to institutional investors. We look forward to introducing our story, our portfolio of products, and opportunities for expansion into new rare disease indications with the existing portfolio, at upcoming investor conferences.”

Every five common shares issued and outstanding immediately prior to 5 p.m. Eastern Time on December 16, 2016 will automatically convert into one common share. As a result of the Consolidation, the approximate number of issued and outstanding common shares will be reduced from approximately 92,653,600 to approximately 18,530,700. Each shareholder’s percentage ownership in the Company and proportional voting power will remain unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of fractional shares. No fractional shares will be issued in connection with the Consolidation and any fractional shares that would have otherwise been issued will be rounded down to the nearest whole number, therefore no cash will be received in lieu of fractional shares. Proportional adjustments will be made to the Company’s outstanding stock options, warrants and restricted stock units.

The conversion rate of the Company’s 2.0% Convertible Senior Notes due 2019 (the “Convertible Notes”) will be automatically adjusted as follows: the conversion rate of the Convertible Notes will be adjusted from 24.9083 common shares per $1,000 principal amount of such notes to 4.9817 common shares per $1,000 principal amount of such notes.

Registered holders of common shares will receive letters of transmittal with respect to the Consolidation and should surrender their existing share certificates (representing pre-Consolidation common shares) for replacement share certificates (representing post-Consolidation common shares). Until surrendered, each existing share certificate

will be deemed, for all purposes, to represent the number of common shares to which the holder thereof is entitled as a result of the Consolidation.

About Novelion Therapeutics Inc.

Novelion Therapeutics is a biopharmaceutical company dedicated to developing new standards of care for individuals living with rare diseases. The Company seeks to advance its portfolio of rare disease therapies by investing in science and clinical development. Novelion has a diversified commercial portfolio through its indirect subsidiary, Aegerion Pharmaceuticals, Inc., which includes MYALEPT® and JUXTAPID®.

Forward-Looking Statements

Certain statements in this press release may constitute “forward looking information” within the meaning of applicable Canadian and United States securities laws. Forward looking statements include statements regarding the Consolidation, including the anticipated commencement of trading. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “would,” “could,” and “potential,” and similar expressions. All such forward looking statements involve assumptions that, although believed to be reasonable based on information currently available to management, are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. You should not place undue reliance on any such forward-looking statements. For disclosure regarding risks we face, see the disclosure contained in the “Risk Factors” section of Aegerion’s Quarterly Report on Form 10-Q filed on November 4, 2016, QLT’s Annual Report on Form 10-K filed on February 25, 2016 (and amended on April 29, 2016) and Quarterly Report on Form 10-Q filed on November 1, 2016 and each company’s other public filings with the SEC, available on the SEC’s website at http://www.sec.gov. We undertake no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise, except as required by law.

Investors and others should note that we communicate with our investors and the public using www.novelion.com, including, but not limited to, company disclosures, investor presentations and FAQs, SEC filings, press releases, public conference calls transcripts and webcast transcripts. The information that we post on these websites could be deemed to be material information. As a result, we encourage investors, the media and others interested to review the information that we post there on a regular basis. The contents of our website shall not be deemed incorporated by reference in this release or any filing under the Securities Act of 1933, as amended.

CONTACT:

Amanda Murphy, Associate Director, Investor & Public Relations

Novelion Therapeutics

857-242-5024

Amanda.murphy@novelion.com