UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13A-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of July 2018
COMMISSION FILE Number. 000-29338
CORREVIO PHARMA CORP.
(Translation of registrant’s name into English)
1441 Creekside Drive, 6th floor
Vancouver, British Columbia, V6J 4S7, CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
DOCUMENTS INCLUDED AS PART OF THIS REPORT
Exhibit | Description | |
99.1 | Material Change Report Dated July 20, 2018 | |
Exhibit 99.1 of this report on Form 6-K is incorporated by reference into the Company’s registration statement on Form F-10 (File No. 333-225852) and registration statements on Form S-8 (File No. 333-199091 and File No. 333-199092).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CORREVIO PHARMA CORP. | ||
(Registrant) | ||
Date: July 20, 2018 | By: | /s/ Justin Renz |
Name: Justin Renz | ||
Title: Chief Financial Officer |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1: | Name and Address of Company |
Correvio Pharma Corp. (“Correvio” or the “Company”) | |
1441 Creekside Drive, 6th floor | |
Vancouver, BC V6J 4S7 | |
Item 2: | Date of Material Change |
July 10, 2018 | |
Item 3: | News Release |
A news release announcing the material change was disseminated on July 10, 2018 through Canada Newswire and filed on SEDAR. | |
Item 4: | Summary of Material Change |
Correvio announced that it has entered into an At the Market Sales Issuance Agreement with B. Riley FBR, Inc. (“BRFRB”), as agent, pursuant to which the Company may, from time to time, sell through “at-the-market” (“ATM”) offerings such number of common shares as would have an aggregate offer price of up to US$30,000,000. Correvio has also filed a prospectus supplement with securities regulatory authorities in each of the provinces of Canada, other than Québec, and with the U.S. Securities and Exchange Commission (the “SEC”) under which it may sell up to US$13,000,000 of its common shares in an ATM offering. | |
Item 5: | Full Description of Material Change |
5.1 Full Description of Material Change | |
The Company announced that it has entered into an At the Market Sales Issuance Agreement dated July 10, 2018 (the “Sales Agreement”) with BRFBR, as agent, pursuant to which the Company may, from time to time sell, through “at-the-market” offerings on the Nasdaq Capital Market, or another existing trading market in the United States with BRFBR as agent, such number of common shares as would have an aggregate offer price of up to US$30,000,000 subject to a limit of US$13,000,000 under the ATM Prospectus Supplement (as defined below). BRFBR, at Correvio’s discretion and instruction, will use its commercially reasonable efforts to sell the common shares at market prices from time to time. No offers or sales of common shares will be made in Canada or through the facilities of the Toronto Stock Exchange. | |
The offerings will be made by way of a prospectus supplement (the “ATM Prospectus Supplement”) to the Company’s Canadian final base shelf prospectus and its U.S. final base shelf prospectus, filed under a registration statement on Form F-10, each dated July 5, 2018 (together, the “Base Shelf Prospectuses”). The ATM Prospectus Supplement has been filed with securities regulatory authorities in each of the provinces of Canada, other than Québec, and in the United States with the SEC. |
The Company plans to use the net proceeds from the offerings, if any, for preparations for future product launches, including the potential NDA filing for Brinavess® (vernakalant IV), business development opportunities and general corporate purposes. Additional information regarding the Sales Agreement is available in the ATM Prospectus Supplement. | |
Copies of the ATM Prospectus Supplement (together with the related Base Shelf Prospectuses) may be obtained from Correvio by submitting a request to Investor Relations at Correvio’s address at 1441 Creekside Dr., 6th Floor, Vancouver, British Columbia, Canada, V6J 4S7 or under the Company’s profile on SEDAR at www.sedar.com or on EDGAR at www.sec.gov. | |
This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these common shares in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction. | |
5.2 Disclosure of Restructuring Transactions | |
Not applicable. | |
Item 6: | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable. | |
Item 7: | Omitted Information |
No significant facts remain confidential in, and no information has been omitted from, this report. | |
Item 8: | Executive Officer |
For further information, please contact: | |
Justin Renz | |
Chief Financial Officer | |
604-677-6905 | |
Item 9: | Date of Report |
July 20, 2018 |
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