As previously reported, on March 12, 2018, Orexigen Therapeutics,
Inc. (the Company) filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) (Case No. 18-10518).
On April 23, 2018, the Company entered into an asset
purchase agreement (the Agreement) with Nalpropion Pharmaceuticals, Inc. (the Purchaser), pursuant to which the Purchaser agreed to acquire substantially all of the assets and assume certain liabilities of the Company for an
aggregate purchase price of $75,000,000 (the Acquisition). On April 23, 2018, the Bankruptcy Court entered an order approving, among other things, the Purchaser as the stalking horse bidder for the assets identified in
the Agreement, implementing certain bidding procedures, scheduling the deadline for qualified competing bidders to submit qualified bids as 4:00 p.m. (Eastern Time) on June 21, 2018, scheduling the auction (if qualified bids were received) for
10:00 a.m. (Eastern Time) on June 26, 2018, and setting the date for the sale hearing to approve the sale of substantially all of the Companys assets for 10:00 a.m. (Eastern Time) on June 28, 2018.
On June 22, 2018, the Company notified the Bankruptcy Court that it did not receive competing qualified bids prior to the bid deadline,
that it had selected and designated the Purchaser as the successful bidder for the assets identified in the Agreement, that it had cancelled the scheduled auction, and that it would seek approval of the sale to the Purchaser at the sale hearing
scheduled for June 28, 2018.
Cautionary Statements Regarding Trading in the Companys Securities
The Companys securityholders are cautioned that trading in the Companys securities during the pendency of the Chapter 11 process
will be highly speculative and will pose substantial risks. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys Chapter 11 process. Accordingly,
the Company urges extreme caution with respect to existing and future investments in its securities.
Cautionary Statement Regarding Forward-Looking
This Current Report on Form 8-K (collectively, this Current Report)
may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations,
estimates, forecasts, and projections as well as the current beliefs and assumptions of the Companys management. We often use words such as anticipate, estimate, expect, project,
intend, plan, believe, may, predict, will, would, could, should, target and similar expressions to identify forward-looking
statements. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be
considered forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter
11 filings on our liquidity or results of operations, changes in our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, the outcome or timing of the Chapter 11 process,
the effect of the Chapter 11 filings or related proposed asset sale on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process and the
timing or amount of any distributions to the Companys stakeholders. Many of such factors relate to events and circumstances that are beyond the Companys control. You should not place undue reliance on forward-looking statements. The
Company does not assume any obligation to update the information contained in this Current Report.
Additional Information regarding the Chapter 11
Additional information about the Chapter 11 process and proposed asset sale, as well as other documents related to the
restructuring and reorganization proceedings, is available through the Companys claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/orexigen. Information contained on, or that can be accessed through, such web site or the
Bankruptcy Courts web site is not part of this Current Report.