||Regulation FD Disclosure. |
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 June 29, 2018, the Company filed
its monthly operating report with the Bankruptcy Court for the reporting period of May 1 to May 31, 2018 (the Monthly Operating Report), a copy of which is attached hereto as Exhibit 99.1.
Cautionary Statements Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating
Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of
complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in
the Monthly Operating Report is not prepared in accordance with accounting principles generally accepted in the United States (GAAP) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations,
accruals, valuations and disclosures. The Monthly Operating Report also relates to periods which are different from the historical periods required in the Companys reports pursuant to the Securities Exchange Act of 1934, as amended (the
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 and Exhibit 99.1 hereto (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.
Limitation on Incorporation by
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 is being furnished for informational purposes only and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as
to the materiality of any information required to be disclosed solely by Regulation FD.