Page 6 of 9 – SEC Filing
| Item 1. | Security and Issuer. |
This statement constitutes Amendment No. 3 to the Schedule 13D
relating to the Common Stock, without par value (the “Shares”), issued by Novelion Therapeutics Inc. (the “Issuer”),
and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on December 5, 2016 and amended by amendment
Nos. 1 and 2 thereto (as amended the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined herein),
to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall
have the meanings ascribed to such terms in the Initial Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 of the Initial Schedule 13D is hereby amended and restated
in its entirety as follows:
The persons filing this statement are Sarissa Capital Management
LP, a Delaware limited partnership (“Sarissa Capital”), Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted
limited partnership (“Sarissa Offshore”), Sarissa Capital Catapult Fund LLC, a Delaware limited liability company (“Sarissa
Catapult”), and Alexander J. Denner, Ph.D., a citizen of the United States of America (collectively, the “Reporting
Persons”).
The principal business address of (i) each of Sarissa Capital,
Sarissa Catapult and Dr. Denner is c/o Sarissa Capital Management LP, 660 Steamboat Road, 3rd Floor, Greenwich, CT 06830
and (ii) Sarissa Offshore is c/o Elian Fiduciary Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9007,
Cayman Islands.
Sarissa Capital’s principal business is serving as investment
advisor to private investment funds, including Sarissa Offshore and Sarissa Catapult (collectively, the “Sarissa Funds”).
The ultimate general partner of each of Sarissa Capital and Sarissa Offshore and the managing member of Sarissa Catapult is controlled
by Dr. Denner. Dr. Denner’s principal occupation is serving as the Chief Investment Officer of Sarissa Capital.
The name, citizenship, present principal occupation or employment
and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer
of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting,
or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.
| Item 3. | Source or Amount of Funds or Other Consideration. |
Item 3 of the Initial Schedule 13D is hereby amended by adding
the following:
The aggregate amount paid by the Sarissa Funds in connection
with the Loan Agreement (as defined in Item 4 below) and the issuance of the Warrants (as defined in Item 4 below) was $10 million
for which the source of funding was the general working capital of the respective Sarissa Funds.
