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Qlt Inc (QLTI): Broadfin’s Kevin Kotler to Become Director of Novelion

Published on September 14, 2016 at 12:31 pm by Insider Monkey Staff in Hedge Funds, News
In June, Qlt Inc (NASDAQ:QLTI) signed an Agreement and Plan of Merger with its wholly-owned indirect subsidiary, Isotope Acquisition Corp., and Aegerion Pharmaceuticals, Inc. (NASDAQ:AEGR), upon which Isotope and Aegerion Pharmaceuticals would be merged into one company, which would become a wholly-owned indirect subsidiary of Qlt Inc (NASDAQ:QLTI). It was also announced that QLT would change its name to Novelion Therapeutics Inc.
Pursuant to the Merger Agreement, upon the completion of the merger, Novelion granted one of its large shareholders, Kevin Kotler‘s Broadfin Capital, the right to appoint one person to its Board of Directors. Upon signing the Merger Agreement, QLT and Broadfin Capital have signed a Voting Agreement, under which the fund granted not to dispose of its shares until the Merger is completed and to vote its shares in favor of the Merger.
According to a new 13D filing with the SEC, upon the completion of the Merger, Kevin Kotler will be appointed as a Director of Novelion. The fund currently holds 4.45 million common shares of the company, which account for 8.41% of the float.
QLT is a biotechnology company that works on producing ocular products. Over the past 12 months, the company’s stock has lost 54.94%. For the second quarter of 2016, QLT reported a loss per share of $0.10, compared to a loss per share of $0.21 for the corresponding quarter a year earlier.

Broadfin

The number of investors in our database long Qlt Inc (NASDAQ:QLTI) decreased by three in the second quarter, to 14 at the end of June. Among them were David M. Knott’s Dorset Management, which held a position valued at $775.22 million, Michael Blitzer’s Kingstown Capital Management, with a position worth around $4.26 million, Jesse Ro’s Tiger Legatus Capital, John A. Levin’s Levin Capital Strategies, and Steve Tannenbaum’s Greenwood Investments.

Investors who lost optimism for investing in Qlt Inc (NASDAQ:QLTI) and decided to sell off their positions during the quarter contained Brian Sheehy’s Iszo Capital, which said goodbye to a $1.58 million position, Howard Guberman’s Gruss Asset Management, which dropped a position valued at $1.52 million at the end of March, and Ken Griffin’s Citadel Investment Group.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Broadfin Capital 0 4,445,527 0 4,445,527 8.41%
Broadfin Healthcare Master Fund, Ltd 0 4,445,527 0 4,445,527 8.41%
Kevin Kotler 0 4,445,527 0 4,445,527 8.41%

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Page 1 of 8 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
QLT Inc.
(Name of Issuer)
Common Stock without par value
(Title of Class of Securities)
746927102
(CUSIP Number)
Broadfin Capital, LLC
300 Park Avenue, 25th Floor
New York, New York 10022
Telephone- (212) 808-2460
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 9, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [  ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 8 – SEC Filing

CUSIP No.
746927102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Broadfin Capital, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_]
(b)
[x]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF, WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
4,445,527
9.
SOLE DISPOSITIVE POWER
0
10.
SHARES DISPOSITIVE POWER
[_]
4,445,527
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,445,527
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.41%
14.
TYPE OF REPORTING PERSON
OO

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Page 3 of 8 – SEC Filing

CUSIP No.
746927102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Broadfin Healthcare Master Fund, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_]
(b)
[x]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF, WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
4,445,527
9.
SOLE DISPOSITIVE POWER
0
10.
SHARES DISPOSITIVE POWER
[_]
4,445,527
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,445,527
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.41%
14.
TYPE OF REPORTING PERSON
OO

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Page 4 of 8 – SEC Filing

CUSIP No.
746927102
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin Kotler
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[_]
(b)
[x]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
AF, WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
4,445,527
9.
SOLE DISPOSITIVE POWER
0
10.
SHARES DISPOSITIVE POWER
[_]
4,445,527
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,445,527
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.41%
14.
TYPE OF REPORTING PERSON
IN

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Page 5 of 8 – SEC Filing

CUSIP No.
746927102
Item 1.
Security and Issuer.
This statement on Schedule 13D (the “Schedule 13D”) relates to the Common Stock (the “Common Stock”) of QLT Inc., a British Columbia corporation with its principal executive offices located at 887 Great Northern Way, Suite 250 Vancouver A1 V5T 4T5 (the “Issuer”).
Item 2.
Identity and Background.
(a)-(c), (f)
This Schedule 13D is being filed jointly by (i) Broadfin Capital, LLC, a Delaware limited liability company, (ii) Broadfin Healthcare Master Fund, Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands, and (iii) Kevin Kotler, a United States citizen (collectively, the “Reporting Persons”).
The principal business address of the Reporting Persons is 300 Park Avenue, 25th Floor, New York, New York 10022.
Kevin Kotler is the managing member of Broadfin Capital, LLC, an investment management firm that serves as the investment manager to Broadfin Healthcare Master Fund, Ltd.  The principal business of Broadfin Healthcare Master Fund, Ltd. is purchasing, holding and selling securities for investment purposes.
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
None of the Reporting Persons has, during the last five years, 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 finding any violation with respect to such laws.
Item 3.
Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from the working capital of Broadfin Healthcare Master Fund, Ltd.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
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.

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Page 6 of 8 – SEC Filing

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 4,445,527 shares of Common Stock or 8.41% 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 4,445,527 shares of Common Stock.
Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund 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 4,445,527 shares of Common Stock.
There have been no transactions in the securities of the Issuer during the last sixty days.
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.
Item 7.
Material to be Filed as Exhibits.
An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.
A copy of the Voting Agreement, filed by the Issuer on June 17, 2016 as Exhibit 10.5 of the Form 425, and incorporated herein by reference.
For a complete description of the Merger Agreement see the Form 8-K filed by the Issuer on June 15, 2016 (which includes a copy of the Merger Agreement filed as exhibit 2.1 thereto).
A copy of the Consent of Kevin Kotler to serve as director, filed by the Issuer on September 12, 2016 as Exhibit 99.10 of the Form S-4, and incorporated herein by reference.

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Page 7 of 8 – SEC Filing

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
September 12, 2016
(Date)
BROADFIN CAPITAL, LLC
By:  /s/ Kevin Kotler
        Kevin Kotler, Managing Member
KEVIN KOTLER
    /s/ Kevin Kotler
BROADFIN HEALTHCARE MASTER FUND, LTD.
By:  /s/ Kevin Kotler
        Kevin Kotler, Director
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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Page 8 of 8 – SEC Filing

Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D Amendment, dated September 12, 2016, relating to the Common Stock QLT Inc. shall be filed on behalf of the undersigned.
September 12, 2016
———————–
(Date)
BROADFIN CAPITAL, LLC
By:  /s/ Kevin Kotler
       Kevin Kotler, Managing Member
KEVIN KOTLER
 /s/ Kevin Kotler
BROADFIND HEALTHCARE MASTER FUND, LTD.
By:  /s/ Kevin Kotler
       Kevin Kotler, Director

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