20-F/A 1 tv498031_20fa.htm 20-F/A

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 20-F/A

(Amendment No. 1)

 

 

 

¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

xANNUAL 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                  

 

OR

 

¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report                 

 

Commission file number:        000-29338        

 

 

 

CORREVIO PHARMA CORP.

(Exact name of Registrant as specified in its charter)

 

 

 

Not Applicable

(Translation of Registrant’s name into English)

 

Canada

(Jurisdiction of incorporation or organization)

 

1441 Creekside Drive, 6th Floor,

Vancouver, British Columbia,

Canada, V6J 4S7

(Address of principal executive offices)

 

 

 

Justin Renz, Chief Financial Officer

Tel: (604) 677-6905

1441 Creekside Drive, 6th Floor,

Vancouver, British Columbia,

Canada, V6J 4S7

(Name, Telephone, E-mail, and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Name of each exchange on which registered
Common Shares   Nasdaq Stock Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 

 

The Registrant had 34,637,312 Common Shares outstanding as at December 31, 2017.

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act     Yes  ¨    No  x

 

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.     Yes  ¨    No  x

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No  ¨

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such period that the Registrant was required to submit and post such files).     Yes  x    No  ¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated Filer ¨ Accelerated Filer x Non-accelerated Filer ¨ Emerging Growth Company ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨  

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨ Other ¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:    Item 17 ¨    Item 18 ¨

 

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨   No   x

 

  

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 20-F/A (this “Amendment”) amends the Annual Report on Form 20-F for the year ended December 31, 2017 of Correvio Pharma Corp. (the “Company”), as originally filed with the U.S. Securities and Exchange Commission on April 30, 2018 (the “Original Form 20-F”). The Company is filing this Amendment solely to file Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6.

 

Effective May 15, 2018, Cardiome Pharma Corp. (“Cardiome”) and the Company completed a court-approved statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act. Under the Arrangement each holder of common shares of Cardiome received one common share of the Registrant.

 

Other than as required to reflect the amendments discussed above, this Amendment does not, and does not purport to, amend, update or restate any other information in the Original Form 20-F, or reflect any events that have occurred after the filing of the Original Form 20-F. 

 

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PART III

 

ITEM 19.EXHIBITS

 

1.1Certificate and Articles of Amalgamation of Cardiome Pharma Corp., dated March 1, 2009 and Certificate of Amendment of Cardiome Pharma Corp. dated April 9, 2013.**
  
1.2By-Law No.1 of Cardiome Pharma Corp., as amended.**
  
4.1Distribution Agreement between Correvio International Sarl and Basilea entered into on September 11, 2017.†
  
4.2Amended and Restated Term Loan Agreement between Cardiome Pharma Corp. and CRG entered into on May 11, 2017.
  
4.3License Agreement by and between Correvio International Sarl and Durata Therapeutics International B.V. (Allergan) entered into on May 5, 2016.†
  
4.4Supply Agreement by and between Correvio International Sarl and Durata Therapeutics International B.V. (Allergan) entered into on May 5, 2016.†
  
4.5Exclusive License and Supply Agreement by and between Cardiome Pharma Corp., Correvio International Sarl and SteadyMed entered into on June 28, 2015.†
  
4.6Arrangement Agreement between Cipher Pharmaceuticals Inc. and Cardiome Pharma Corp. and Correvio Pharma Corp. entered into on March 19, 2018.
  
8.1List of Subsidiaries.**
  
12.1Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended.**
  
12.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended.**
  
13.1Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes – Oxley Act of 2002.**
  
15.1Consent of KPMG LLP.**
  
101Interactive Data File.**

 

 

** Previously filed.

 

Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURES

 

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on Form 20-F on its behalf.

 

  CORREVIO PHARMA CORP.
DATED: July 12, 2018    
     
  By: /s/ Justin Renz
    Justin Renz
    Chief Financial Officer

 

 

 

 

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EXHIBIT INDEX

 

1.1Certificate and Articles of Amalgamation of Cardiome Pharma Corp., dated March 1, 2009 and Certificate of Amendment of Cardiome Pharma Corp. dated April 9, 2013.**
  
1.2By-Law No.1 of Cardiome Pharma Corp., as amended.**
  
4.1Distribution Agreement between Correvio International Sarl and Basilea entered into on September 11, 2017.†
  
4.2Amended and Restated Term Loan Agreement between Cardiome Pharma Corp. and CRG entered into on May 11, 2017.
  
4.3License Agreement by and between Correvio International Sarl and Durata Therapeutics International B.V. (Allergan) entered into on May 5, 2016.†
  
4.4Supply Agreement by and between Correvio International Sarl and Durata Therapeutics International B.V. (Allergan) entered into on May 5, 2016.†
  
4.5Exclusive License and Supply Agreement by and between Cardiome Pharma Corp., Correvio International Sarl and SteadyMed entered into on June 28, 2015.†
  
4.6Arrangement Agreement between Cipher Pharmaceuticals Inc. and Cardiome Pharma Corp. and Correvio Pharma Corp. entered into on March 19, 2018.
  
8.1List of Subsidiaries.**
  
12.1Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended.**
  
12.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended.**
  
13.1Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes – Oxley Act of 2002.**
  
15.1Consent of KPMG LLP.**
  
101Interactive Data File.**

 

 

** Previously filed.

 

Confidential portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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