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 March 29, 2019, the Company filed its monthly operating report with the Bankruptcy Court for the reporting period of February 1
to February 28, 2019 (the Monthly Operating Report), a copy of which is attached hereto as Exhibit 99.1.
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 Exchange Act).
Cautionary Statements Regarding Trading in the
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 Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto 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 and exhibits hereto 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 and exhibits hereto 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 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 or exhibits hereto.
Limitation on Incorporation by Reference
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.