Qlt Inc (QLTI): Broadfin Capital Adds Another 820,000 Shares to its Position

Page 6 of 10 – SEC Filing

Item 4.

Purpose of Transaction.

On June 14, 2016, the Issuer, Aegerion Pharmaceuticals, Inc., a Delaware corporation (“AEGR”) and Isotope Acquisition Corp., a Delaware corporation and a wholly-owned indirect subsidiary of the Issuer (“MergerCo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provides, among other things, that MergerCo will be merged with and into AEGR (the “Merger”), with AEGR surviving the Merger as a wholly-owned indirect subsidiary of the Issuer.  It is anticipated that the name of the Issuer will be changed to “Novelion Therapeutics Inc” (“Novelion”).  Under the terms of the Merger Agreement, upon the consummation of the Merger, the board of directors of Novelion will include one person designated by the Reporting Persons. Along with the execution of the Merger Agreement, certain of the Reporting Persons and the Issuer entered into a Voting Agreement (the “Voting Agreement”), pursuant to which, among other things, such Reporting Persons agreed not to dispose of their Shares while the Merger is pending and to vote their Shares in favor of the Merger at the applicable meeting of the Issuer’s shareholders.  The Voting Agreement and the obligations of the Reporting Persons thereunder will terminate upon the earlier to occur of (a) the termination of the Merger Agreement pursuant to its terms, (b) the date of any material amendments, modifications, changes or waivers to any provision of the Merger Agreement, (c) the date on which either the Issuer’s board of directors or AEGR’s board of directors changes its recommendation of the Merger to its shareholders in accordance with the terms of the Merger Agreement, and (d) the date on which the Merger is consummated. Additionally, subject to the satisfaction or waiver of the conditions to closing the Merger, the Reporting Persons have agreed to participate in a private placement of the Issuer’s Shares immediately prior to the Merger closing. Pursuant to the Form S-4 filed by the Issuer on September 9, 2016, upon the consummation of the Merger, Kevin Kotler will become a director of Novelion.

Item 5.	Interest in Securities of the Issuer.

(a)-(c)

As of the date hereof, Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler may be deemed to be the beneficial owner of 5,269,831 shares of Common Stock or 9.98% of the shares of the Common Stock of the Issuer, based upon the 52,829,398 shares of Common Stock outstanding as of August 5, 2016, according to the Form 10-Q filed on August 9, 2016. Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,269,831 shares of Common Stock. Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 5,269,831 shares of Common Stock. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the shares of Common Stock during the last 60 days by the Reporting Persons are set forth in Exhibit B and were effected in the open market. The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect
	to Securities of the Issuer.
	Please see Item 4.