Page 8 of 9 – SEC Filing
As consideration for the Loan, (i) Sarissa Offshore was issued
a warrant to purchase an aggregate of 619,231 Shares and (ii) Sarissa Offshore was issued a warrant to purchase an aggregate of
290,065 Shares (collectively, the “Warrants”). The Warrants have an exercise price equal to $4.40 per share,
representing the volume weighted average price of the Shares for the 20 trading days ending on March 14, 2018, and a term of four
years. Pursuant to the terms of the Warrants, the Issuer has agreed that, subject to certain limitations, upon the request
of any Lender, the Issuer will file a registration statement covering any or all of the Shares issuable to such Lender upon exercise
of the Warrants, which registration statement would provide for the resale of such Shares.
The foregoing summaries of the Loan Agreement, the
Warrants and the Subordination Agreement are subject to, and qualified in their entirety by reference to, the Loan Agreement,
the Form of Warrant and the Subordination Agreement, which are referred to as Exhibits 2, 3 and 4, respectively in Item 7 below,
and incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5 (a) and (b) of the Initial Schedule 13D are hereby amended
by replacing them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own,
in the aggregate, 1,934,296 Shares representing approximately 9.86% of the Issuer’s outstanding Shares (based upon the 18,703,204
Shares stated to be outstanding as of May 12, 2018 by the Issuer in the Issuer’s Form 10-K filed with the Securities and
Exchange Commission on March 16, 2018 and 909,296 Shares underlying the Warrants).
(b) For purposes of this Schedule 13D:
Sarissa Offshore has sole voting power and sole dispositive
power with regard to 1,316,953 Shares (including 619,231 Shares underlying Warrants). Sarissa Catapult has sole voting power and
sole dispositive power with regard to 617,343 Shares (including 290,065 Shares underlying Warrants). Sarissa Capital, as the investment
advisor to the Sarissa Funds and as the managing member of Sarissa Catapult, may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the disposition of) the 1,934,296 Shares held by the Sarissa Funds.
By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s
general partner and as controlling the ultimate general partner of Sarissa Offshore, Dr. Denner may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,934,296 Shares held by
the Sarissa Funds.
| Item 7. | Material to Be Filed as Exhibits. |
| 1 | Joint Filing Agreement of the Reporting Persons, filed herewith. |
| 2 | Loan Agreement, filed as Exhibit 10.1 to Novelion Therapeutics Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 2018 and is hereby incorporated by reference. |
| 3 | Form of Warrant, filed as Exhibit C to Exhibit 10.1 to Novelion Therapeutics Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 2018 and is hereby incorporated by reference. |
| 4 | Subordination Agreement, filed as Exhibit 10.3 to Novelion Therapeutics Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 15, 2018 and is hereby incorporated by reference. |
