8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 2, 2014

Tribute Pharmaceuticals Canada Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada	000-31198	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

151 Steeles Avenue East, Milton, Ontario, Canada L9T 1Y1

(Address of principal executive offices) (Zip code)

(905) 876-1118

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

Tribute Pharmaceuticals Canada Inc., an Ontario, Canada corporation (the “Company”), is filing this Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) to amend the Current Report on Form 8-K (the “Original Form 8-K”) originally filed with the Securities and Exchange Commission (the “Commission”) on October 8, 2014 (the “Original Filing Date”) and amended by Amendment No. 1 to the Original Form 8-K filed with the Commission on December 9, 2014 (the “Amended Form 8-K”).  This Amendment No. 2 amends the Amended Form 8-K to include certain financial information in connection with the Company’s acquisition of the Canadian rights to manufacture, market, promote, distribute and sell Fiorinal®, Fiorinal® C, Visken® and Viskazide® (the “Acquired Businesses”). The financial information being provided by Amendment No. 2 includes: (i) Audited Statements of Revenue and Related Expenses of the Acquired Businesses; and (ii) Unaudited pro forma condensed consolidated financial information of the Company and the Acquired Businesses, for the year ended December 31, 2013 and the nine months ended September 30, 2014.  This financial information relating to the Acquired Businesses is being provided in response to comments received by Aralez Pharmaceuticals Ltd. from the Commission relating to its filing of Form S-4, as amended, in connection with the proposed acquisition of the Company by Pozen, Inc.  No other changes are being made to the Amended Form 8-K.

Item 9.01 Financial Statements and Exhibits.

a) Financial statements of business acquired.

The audited Statements of Revenue and Related Expenses of the Acquired Businesses for the year ended December 31, 2013 and the nine months ended September 30, 2014, are filed herewith as Exhibit 99.2. The consent of PricewaterhouseCoopers AG is attached as Exhibit 23.1 to this Amendment No. 2.

b) Pro forma financial information.

The unaudited pro forma condensed consolidated financial information of the Company and the Acquired Businesses as of and for the year ended December 31, 2013 and as of and for the nine months ended September 30, 2014 are filed herewith as Exhibit 99.3.

d) Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
23.1*	Consent of PricewaterhouseCoopers AG
99.2*	Audited Statements of Revenue and Related Expenses
99.3*	Pro Forma Condensed Consolidated Financial Statements

*      Filed herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned hereunto duly authorized.

	TRIBUTE PHARMACEUTICALS CANADA INC.
Date: October 29, 2015	By:	/s/ Scott Langille
		Name: Scott Langille
		Title: Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
23.1*	Consent of PricewaterhouseCoopers AG
99.2*	Audited Statements of Revenue and Related Expenses
99.3*	Pro Forma Condensed Consolidated Financial Statements

*      Filed herewith.

4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Current Report on Form 8-K/A (Amendment No. 2) of Tribute Pharmaceuticals Canada Inc. of our reportdated October 29, 2015 relating to the statements of revenue and related expenses related to the rights to Fiorinal, Fiorinal C, Visken and Viskazide Products in Canada of Novartis Pharma AG and Novartis AG.

PricewaterhouseCoopers AG

/s/ Martin Kennard	/s/ Steve Johnson
Martin Kennard	Steve Johnson

Basel, Switzerland, October 29, 2015

PricewaterhouseCoopers AG, St. Jakobs-Strasse 25, Postfach, CH-4002 Basel, Switzerland

Telephone: +41 58 792 51 00, Facsimile: +41 58 792 51 10, www.pwc.ch

PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

EX-99.2

Exhibit 99.2

Fiorinal®, Fiorinal® C, Visken® and Viskazide® Product Lines of Novartis Group

Statements of Revenue and Related Expenses

(in US Dollars)

For the Nine Months ended September 30, 2014 and the Year ended December 31, 2013

Independent Auditor’s Report

To: The Board of Directors and Management of Novartis Pharma AG

We have audited the accompanying Statements of Revenue and Related Expenses related to the rights to Fiorinal, Fionrinal C, Visken and Viskazide Products (the “Products”) in Canada of Novartis Pharma AG and Novartis AG (“Novartis”) for the nine-months ended September 30, 2014 and the year ended December 31, 2013 and the associated Notes 1 and 2 (collectively referred to as the “special purpose financial statements”).

Management's Responsibility for the Special Purpose Financial Statements

Management is responsible for the preparation and fair presentation of the special purpose financial statements in accordance with International Financial Reporting Standards; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the special purpose financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the special purpose financial statementsbased on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the special purpose financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose financial statements.  The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the special purpose financial statements, whether due to fraud or error.  In making those risk assessments, we consider internal control relevant to the Novartis' preparation and fair presentation of the special purpose financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.  Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the special purpose financial statements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying special purpose financial statements present fairly, in all material respects, the Revenues and Related Expenses of the Products for the nine-months ended September 30, 2014 and the year ended December 31, 2013 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of matter

The accompanying special purpose financial statements were prepared in connection with the Products sold pursuant to the Agreement, and as described in Note 1, were prepared in accordance with an SEC waiver received by Tribute, for the purposes of Tribute complying with Rule 3-05 of the Securities and Exchange Commission’s Regulation S-X. These special purpose financial statements are not intended to be a complete presentation of the financial position, results of operations or cash flows of the Products in accordance with the International Financial Reporting Standards (“IFRS”). Our opinion is modified with respect to this matter.

/s/ Martin Kennard	/s/ Steve Johnson
Martin Kennard	Steve Johnson

PricewaterhouseCoopers AG

Basel, Switzerland

October 29, 2015

Fiorinal®, Fiorinal® C, Visken® and Viskazide® Product Lines of Novartis Group

(in US Dollars)

Statements of Revenue and Related Expenses

	Nine months ended September 30, 2014	Year ended December 31, 2013
Net sales	5'203'253	15'783'726
Cost of Sales	(464'800)	(1'394'670)
Gross Profit	4'738'453	14'389'056
Operating expenses:
General and Administrative	(156'098)	(473'512)
Total operating expenses	(156'098)	(473'512)
Excess of revenues over direct operating expenses	4'582'355	13'915'544

See accompanying notes to the Special Purpose Financial Statements

Fiorinal®, Fiorinal® C, Visken® and Viskazide® Product Lines of Novartis Group

1.   Description of Business and Basis of Presentation

On October 2, 2014, Novartis Pharma AG and Novartis AG (“Novartis”) entered into an Asset Purchase Agreement (the “Agreement”) with Tribute Pharmaceutical Canada Inc (“Tribute”) for Fiorinal®, Fiorinal® C, Visken® and Viskazide® (the “Products”).  The Agreement provides for the sale of certain intellectual property, marketing authorisations and related data, information, and the partial assignment of certain manufacturing and supply agreements and tenders with third parties, relating to the Products in Canada, for a consideration of approximately CA$32 million.

The accompanying special purpose financial statements were prepared to present the net assets sold pursuant to the Agreement and the related revenue and operating expenses related to the net assets sold. They have been prepared for the purpose of supporting Tribute in complying with Rule 3-05 of the Securities and Exchange Commission’s Regulation S-X. The basis of preparation describes how these special purpose financial statements have been prepared.

These special purpose financial statements have been prepared on a basis, which includes only those assets, which are directly attributable to the Products and are identified in the Agreement as being transferred to Tribute. Hence these special purpose financial statements are not intended to be a complete presentation of the Products in Canada’s financial position, results of operations or cash flows in conformity with the International Financial Reporting Standards (“IFRS”).  The financial statements do not necessarily represent the assets, liabilities, revenue and expenses of the Products had it been operated as a separate independent business and may therefore not be indicative of the financial position and financial performance that would have been achieved if operated as an independent entity or of future results of the Products.

Fiorinal® and Fiorinal® C is used for the relief of pain from headache and Visken® and Viskazide® is used for the treatment of cardiovascular conditions.  Production of the Products had been outsourced to a third party in Canada, including the sourcing of raw material through to the final packaging of the Products.  Throughout the periods covered by the special purpose financial statements, the operations relating to the Products and related assets to be sold were not within separate legal entities but were conducted as part of Novartis. Historically Novartis has not maintained separate records for these Products. These special purpose financial statements, including the accompanying notes, have been derived from the consolidated financial statements and the underlying historical accounting records of Novartis. The accounting policies herein are reflective of those used for the historical Novartis consolidated financial statements, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (IASB) unless stated otherwise.

Fiorinal®, Fiorinal® C, Visken® and Viskazide® Product Lines of Novartis Group

1.   Description of Business and Basis of Presentation, continued:

In accordance with the Agreement, Tribute did not acquire the assets and liabilities such as trade receivables, inventory or trade payables related to the Products except for certain intellectual property and other rights as outlined above.  In the Novartis’ accounting records, these intellectual property rights had a carrying value of zero.  Novartis has retained financial responsibility for any liabilities relating to products sold prior to the transaction closing, with Tribute assuming financial responsibility for any liabilities relating to products sold after closing.   Novartis supplied the Products to Tribute for a limited period after October 2, 2014 under a separate Inventory Supply Agreement to avoid interruption of supply of the Products in the market.  As the intellectual property rights acquired had a carrying value of zero at December 31, 2013 and as at September 30, 2014, and no liabilities were assumed no Statement of Assets Acquired or Liabilities Assumed has been presented.

The special purpose financial statements include revenue and expenses that are related to the Products and certain allocations of other direct expenses incurred by Novartis attributable to the Products as discussed below.

All of the allocations and estimates in the Statement of Revenue and Related Expenses are based on assumptions that Novartis management believes are reasonable.

The special purpose financial statements are presented in US dollars.  Some of the transactions related to the Products were denominated in Canadian dollars or other currencies.   These transactions have been translated into US dollars using the average exchange rate with the US dollar values for each month being aggregated during the period and year.

Net revenue in the accompanying Statements of Revenue and Related Expenses represent net sales directly attributable to the Products.  Costs and expenses in the accompanying Statements of Revenue and Related Expenses represent direct and allocated costs and expenses related to the Products.  Costs for certain functions and services performed centrally by Novartis have been allocated to the Products based on reasonable activity-based methods on using historical accounting records.   The Statements of Revenue and Related Expenses include expense allocations for 1) certain fixed and variable product costs and 2) general and administrative costs. Considering the maturity of the Products, no direct marketing and sales activities were performed neither were any development activities performed or required during the periods presented.

The Statements of Revenue and Related Expenses exclude allocation of expenses relating to Novartis corporate level as they are not associated with revenue generating operations of the Products.

The funding and managing of Novartis operations (including operations of the Products) are performed on a consolidated basis; accordingly, costs of funding the operations, including debt and related interest expense were not allocated to the Products.  Novartis also maintains its tax functions on a consolidated basis; accordingly, tax expense was not allocated to the Products.

Cash receipts and disbursements relating to the operations of the Products are aggregated with the cash activity for the entire operations of Novartis. As the Products have historically been managed as part of the operations of Novartis and have not been operated as a stand-alone business, it is not practicable nor does sufficient data exist to prepare historical cash flow information regarding the Products operating, investing, and financing cash flows.  As such, statements of cash flows are not presented.

Fiorinal®, Fiorinal® C, Visken® and Viskazide® Product Lines of Novartis Group

2.   Summary of Significant Accounting Policies:

Revenue Recognition

Revenue is recognized on the sale of the Products and recorded as “Revenue, net” in the Statements of Revenue and Related Expenses when there is persuasive evidence that a sales arrangement exists, title and risks and rewards for the products are transferred to the customer, the price is determinable and collectability is reasonably assured.  When contracts contain customer acceptance provisions, sales are recognised upon the satisfaction of acceptance criteria.

Provisions for rebates, and discounts granted to government agencies, wholesalers, retail pharmacies, managed care and other customers are recorded as a reduction of revenue at the time the related revenue are recorded or when the incentives are offered.  They are calculated based on historical experience and the specific terms of the agreements.

Cash discounts are offered to customers to encourage prompt payment and are recorded as revenue deductions.  When there is historical experience of Novartis agreeing to customer returns or Novartis can otherwise reasonably estimate expected future returns, a provision is recorded for estimated sales returns.  In doing so, the estimated rate of returns is applied, determined based on historical experience of customer returns or considering any relevant factors.  This is applied to the amounts invoiced also considering the amount of returned products to be destroyed versus products that can be placed back in inventory for resale.  Where shipments are made on a re-sale or return basis, without sufficient historical experience for estimating sales returns, revenue is only recorded when there is evidence of consumption or when the right of return has expired.

Provisions for revenue deductions are adjusted to actual amounts as rebates, discounts and returns are processed.  The provision represents estimates of the related obligations, requiring the use of judgment when estimating the effect of these sales deductions.

Cost of Sales

Cost of Sales includes the acquisition costs of the Products and an allocation of indirect costs; costs for supporting operations functions, facilities and services shared by the Products with other Novartis Pharma Products.  Manufacturing of the Products had been outsourced to a third party in Canada, including the sourcing of raw material through to the final packaging of the Products.  Indirect costs are allocated based on the net sales ratio of the Products relative to the total net sales of Novartis.

General and Administrative

All general and administrative costs are allocated and include costs incurred by Novartis primarily related to back office functions, including human resources, legal and finance functions.  These costs are allocated based on the net sale ratio of the Products relative to the total net sales of Novartis.

Use of estimates

The preparation of special purpose financial statements requires management to make certain estimates and assumptions, either at the balance sheet date or during the period and years that affect the reported amounts of assets, liabilities, revenue and expenses. Such estimates and assumptions were made in conformity with IFRS. Actual outcomes and results could differ from those estimates and assumptions.  Also, as discussed in Note 1, these financial statements include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if the Products had been operated as a separate business or the future results of the Products.

Fiorinal®, Fiorinal® C, Visken® and Viskazide® Product Lines of Novartis Group

3.   Subsequent Events

Novartis has evaluated subsequent events as they relate to the Products for potential recognition or disclosures through to October 2, 2014, the date on which risk and rewards of the Products were transferred to Tribute, and has determined there are no subsequent events to be reporting in the accompanying statements.

EX-99.3

Exhibit 99.3

This information and PricewaterhouseCoopers LLP’s (“PwC”) services (collectively, “Information”) are confidential and access, use and distribution are restricted.  If you are not PwC’s client or otherwise authorized by PwC and its client, you may not access or use the Information.

PwC performed and prepared the Information at client’s direction and exclusively for client’s sole benefit and use pursuant to its client agreement.  THE INFORMATION MAY NOT BE RELIED UPON BY ANY PERSON OR ENTITY OTHER THAN PWC’S CLIENT.  PWC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION AND EXPRESSLY DISCLAIMS ANY CONTRACTUAL OR OTHER DUTY, RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY OTHER THAN ITS CLIENT.

The Information was performed or prepared in accordance with the Standards for Consulting Services of the American Institute of Certified Public Accountants (“AICPA”) and, where applicable, the AICPA Standards for Reports on the Application of Accounting Principles or the AICPA Statements on Standards for Tax Services.  The Information does not constitute legal or investment advice, broker dealer services, a fairness or solvency opinion, an estimate of value, an audit, an examination of any type, an accounting or tax opinion, or other attestation or review services in accordance with standards of the AICPA, the Public Company Accounting Oversight Board or any other professional or regulatory body.  PwC provides no opinion or other form of assurance with respect to the Information.  Client, in consultation with its independent accountants, is responsible for the presentation and preparation of its financial statements and related disclosures.

The Information shall be maintained in strict confidence and may not be discussed with, distributed or otherwise disclosed to any third party, in whole or in part, without PwC’s prior written consent, nor may the Information be associated with, referred to or quoted in any way in any offering memorandum, prospectus, registration statement, public filing, loan or other agreement.

Client has no obligation of confidentiality with respect to any information related to the tax structure or tax treatment of any transaction.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of the asset purchase agreement with Novartis AG and Novartis Pharma AG (collectively, ‘Novartis’ and together with the company, the “Parties”), pursuant to which the Company acquired from Novartis the Canadian rights to manufacture, market, promote, distribute and sell Fiorinal®, Fiorinal® C, Visken® and Viskazide® (the “Novartis Products”), along with the related financing to complete the acquisition.  The Company acquired the Novartis Products on October 2, 2014.

The following unaudited pro forma condensed combined financial statements give effect to the acquisition of the Novartis Products under the acquisition method of accounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations, which we refer to as ASC 805, with Tribute treated as the accounting acquirer. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to acquisition and related financing, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results of operations.

The unaudited pro forma condensed combined balance sheet is based on the individual historical consolidated balance sheets of Tribute and Novartis Products as of September 30, 2014, and has been prepared to reflect the effects of the acquisition and related financing as if it occurred on September 30, 2014. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 and the nine months ended September 30, 2014 combines the historical results of operations of Tribute and the Novartis Products, giving effect to the acquisition and related financing as if it occurred on January 1, 2013.

The unaudited pro forma condensed combined statements of operations do not reflect future events that may occur after the completion of the merger agreement, including, but not limited to, the anticipated realization of ongoing savings from operating synergies and certain one-time charges Tribute expects to incur in connection with the merger agreement, including, but not limited to, costs in connection with integrating the operations of the Novartis Products.

These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the acquisition and related financing been completed on the assumed date or for the periods presented, or which may be realized in the future.

To produce the pro forma financial information, Tribute adjusted the Novartis products assets and liabilities, to their estimated fair values.  As part of the asset purchase agreement, the only asset or liability transferred was the underlying product related intangible assets that were fully amortized.

The unaudited pro forma condensed combined financial statements have been derived from and should be read in conjunction with:

● The accompanying notes to the unaudited pro forma condensed combined financial statements;

● Tribute’s audited consolidated financial statements and related notes thereto contained in its Annual Report on Form 10-K for the year ended December 31, 2013 and  Tribute’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014; and

● The Novartis Products audited statements of revenue and related expenses along with the related notes thereto furnished on this Form 8-K/A by Tribute on October 29, 2015.

Tribute Pharmaceuticals
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2014
	Historical Tribute			Historical Novartis Products		Historical Novartis Products		Pro Forma Adjustments			Pro Forma Tribute
								(Note 4)
	($ CAD)			( $USD)		( $CAD)		($ CAD)			($ CAD)
ASSETS
Current
Cash and cash equivalents	$	28,725,849		$	-	$	-	$	(25,596,007	)[a]	$	3,129,842
Accounts receivable, net of allowance of		1,922,835			-		-		-			1,922,835
Inventories		857,206			-		-		-			857,206
Taxes recoverable		47,481			-		-		-			47,481
Loan receivable		15,814			-		-		-			15,814
Prepaid expenses and other receivables		232,461			-		-		-			232,461
Current portion of debt issuance costs, net		121,992			-		-		97,686	[b]		219,678
Other current asset		13,158			-		-		-			13,158
Total current assets		31,936,796			-		-		(25,498,321	)		6,438,475
Property, plant and equipment, net		1,026,008			-		-		-			1,026,008
Intangible assets, net		9,378,881			-		-		32,000,000	[c]		41,378,881
Goodwill		3,599,077			-		-		-			3,599,077
Debt issuance costs, net		286,925			-		-		-			286,925
Total assets	$	46,227,687		$	-	$	-		6,501,679		$	52,729,366
LIABILITIES
Current
Accounts payable and accrued liabilities		3,340,542			-		-		-			3,340,542
Current portion of long term debt		737,263			-		-		-			737,263
Warrant liability		3,250,811			-		-		303,341	[d]		3,554,152
Other current liability		-			-		-		-			-
Total current liabilities		7,328,616			-		-		303,341			7,631,957
Long term debt		7,645,299			-		-		6,315,859	[e]		13,961,158
Total liabilities		14,973,915			-		-		6,619,200			21,593,115
SHAREHOLDERS' EQUITY
Capital Stock
AUTHORIZED
Common shares		41,189,440			-		-		-			41,189,440
Additional paid-in capital options		2,646,881			-		-		-			2,646,881
Warrants		6,347,349			-		-		-			6,347,349
Accumulated other comprehensive loss		13,158			-		-		-			13,158
Deficit		(18,943,056	)		-		-		(117,521	)		(19,060,577	)
Total shareholders' equity		31,253,772			-		-		(117,521	)		31,136,251
Total liabilities and shareholders' equity	$	46,227,687		$	-	$	-		6,501,679		$	52,729,366

Tribute Pharmaceuticals
Unaudited Pro Forma Combined Statement of Operations
For the Nine Months Ended September 30, 2014
	Historical Tribute			Historical Novartis Products		Historical Novartis Products		Pro Forma			Pro Forma Tribute
								Adjustments
								(Note 4)
	($ CAD)			( $USD)		( $CAD)		($ CAD)			($ CAD)
Revenues	'
Licensed domestic product net sales	$	7,121,403		$	-	$	-	$	-		$	7,121,403
Other domestic product sales		2,945,936			5,203,253		5,827,643		-			8,773,579
International product sales		1,318,002			-		-		-			1,318,002
Royalty and licensing revenues		18,414			-		-		-			18,414
Total revenues		11,403,755			5,203,253		5,827,643		-			17,231,398
Cost of Sales	'
Licensor sales and distribution fees		4,457,240			-		-		-			4,457,240
Cost of products sold		1,252,370			464,800		520,576		-			1,772,946
Expired products		38,584			-		-		-			38,584
Total Cost of Sales		5,748,194			464,800		520,576		-			6,268,770
Gross profit		5,655,561			4,738,453		5,307,067		-			10,962,628
Expenses	'
Selling, general and administrative		8,161,873			156,098		174,830		-			8,336,703
Amortization of assets		883,649					-		960,000	[g]		1,843,649
Total operating expenses		9,045,522			156,098		174,830		960,000			10,180,352
Loss from operations		(3,389,961	)		4,582,355		5,132,238		(960,000	)		782,277
Non-operating income (expenses)	'
(Loss) on derivative instrument		(180,913	)		-		-		-			(180,913	)
Change in warrant liability		(163,184	)		-		-		-			(163,184	)
Accretion expense		(102,264	)		-		-		(74,289	)[h]		(176,553	)
Interest income		58,088			-		-		-			58,088
Interest expense		(868,911	)		-		-		(680,400	)[i]		(1,549,311	)
Income (loss) before tax		(4,647,145	)		4,582,355		5,132,238		(1,714,689	)		(1,229,596	)
Income tax benefit		-			-		-		325,843	[j]		325,843
Net income (loss) for the period		(4,647,145	)		4,582,355		5,132,238		(1,388,846	)		(903,753	)
Loss Per Share
-Basic	$	(0.07	)								$	(0.01	)
-Diluted	$	(0.07	)								$	(0.01	)
Weighted Average Number of Common Shares Outstanding
-Basic		64,283,839										64,283,839
-Diluted		64,283,839										64,283,839

Tribute Pharmaceuticals
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2013
	Historical Tribute			Historical Novartis Products		Historical Novartis Products		Pro Forma			Pro Forma Tribute
								Adjustments
								(Note 4)
	($ CAD)			( $USD)		( $CAD)		($ CAD)			($ CAD)
Revenues	'
Licensed domestic product net sales	$	8,598,385		$	-	$	-	$	-		$	8,598,385
Other domestic product sales		3,366,374			15,783,726		16,730,750		-			20,097,124
International product sales		1,277,678			-		-		-			1,277,678
Royalty and licensing revenues		197,924			-		-		-			197,924
Total revenues		13,440,361			15,783,726		16,730,750		-			30,171,111
Cost of Sales	'
Licensor sales and distribution fees		5,844,494			-		-		-			5,844,494
Cost of products sold		1,541,662			1,394,670		1,478,350		-			3,020,012
Expired products		56,935			-		-		-			56,935
Total Cost of Sales		7,443,091			1,394,670		1,478,350		-			8,921,441
Gross profit		5,997,270			14,389,056		15,252,399		-			21,249,669
Expenses	'
Selling, general and administrative		9,830,132			473,512		501,923		-			10,332,055
Amortization of assets		1,245,846			-		-		1,280,000	[g]		2,525,846
Total operating expenses		11,075,978			473,512		501,923		1,280,000			12,857,901
Loss from operations		(5,078,708	)		13,915,544		14,750,477		(1,280,000	)		8,391,769
Non-operating income (expenses)	'
Change in warrant liability		(399,217	)		-		-		-			(399,217	)
Accretion expense		(103,775	)		-		-		(84,814	)[h]		(188,589	)
Loss on disposal of intangible asset		(161,200	)		-		-		-			(161,200	)
Loss on extinguishment of loan		(620,835	)		-		-		-			(620,835	)
Interest income		3,559			-		-					3,559
Interest expense		(527,079	)		-		-		(907,200	)[i]		(1,434,279	)
Income (loss) before tax		(6,887,255	)		13,915,544		14,750,477		(2,272,014	)		5,591,208
Deferred income tax recovery		314,900			-		-		(314,900	)[j]		-
Income tax expense		-			-		-		(1,481,670	)[j]		(1,481,670	)
Net income (loss) for the period		(6,572,355	)		13,915,544		14,750,477		(4,068,584	)		4,109,538
Loss Per Share
-Basic	$	(0.13	)								$	0.08
-Diluted	$	(0.13	)								$	0.06
Weighted Average Number of Common Shares Outstanding
-Basic		49,169,414										49,169,414
-Diluted		49,169,414										66,661,614

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.   DESCRIPTION OF TRANSACTIONS

On October 2, 2014, Tribute Pharmaceuticals (the “Company” or “we”) consummated an agreement to acquire the Canadian rights to manufacture, market, promote, distribute and sell the following product lines Fiorinal®, Fiorinal® C, Visken® and Viskazide® for the relief of pain from headache and for the treatment of cardiovascular conditions (the “Novartis Products”) from Novartis AG and Novartis Pharma AG (collectively the “Seller” or “Novartis”) for a purchase price of $32,000,000 (the “Transaction”).  The Acquired Business include certain intellectual property, marketing authorizations and related data, medical, commercial and technical information, and the partial assignment of certain manufacturing and supply agreements and tenders with third parties .  The Company did not acquire any employees, business pipeline, information technology systems, inventory nor any other tangible assets.

In connection with the acquisition of the Novartis Products, and pursuant to the terms of the Asset Purchase Agreement, the Company concurrently entered into a license agreement with Novartis AG, Novartis Pharma AG and Novartis Pharmaceuticals Canada Inc. (the “License Agreement”, and, together with the Asset Purchase Agreement, the “Agreements”). Pursuant to the terms of the License Agreement, the Novartis entities agreed to license to the Company certain assets relating to the Novartis Products, including certain intellectual property, marketing authorizations and related data, and medical, commercial and technical information (the “Licensed Assets”). The Company concurrently entered into a supply agreement with Novartis Pharma AG (the “Supply Agreement”), pursuant to which Novartis Pharma AG agreed to supply the Company with the requirements of Novartis Products for sale for a transition period until the Company is able to transfer the marketing authorizations to the Company.  For purposes of these unaudited pro forma condensed combined financial information, we have not reflected the impact of the License Agreement or Supply Agreement.

In connection with the acquisition the Company increased its existing debt facility with SWK by up to US$9.0 million, US$6.0 million of which was drawn upon in connection with the acquisition of the Novartis Products. The additional advances by SWK will be governed by the terms of the credit agreement entered into between the Company and SWK in August 2013 with certain revisions thereto as set forth in the Form 8-K filed with U.S. and Canadian securities regulatory authorities. In connection with the funding of the first tranche SWK was issued an aggregate of 740,000 common share purchase warrants with each such warrant entitling the holder thereof to acquire, at any time beforeOctober 1, 2019, one common share of Tribute at a price of US$0.70 per share. The warrants and common shares issuable on exercise of the warrants will be subject to a hold period expiring on February 2, 2015, pursuant to Canadian securities laws.

On July 15, 2014, the Company also completed a public offering in which 42,895,000 units ("Units") were issued at a price of $0.70 per Unit for gross proceeds of $30,026,500, which was used to fund the acquisition. Each Unit consisted of one common share of the Company’s stock and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share of the Company at a price per share of $0.90 at any time on or before July 15, 2016. As part of the public offering, the Company issued 21,447,500 common share purchase warrants to the purchasers. In connection with the public offering, the Company paid cash commissions to the syndicate of underwriters of $2,251,988 and issued an aggregate of 3,217,125 non-transferable broker warrants valued at $1,177,468.   Each broker warrant entitles the holder to purchase one Unit at an exercise price of $0.70 at any time on or before July 15, 2016. Total other issuance costs associated with the public offering were $403,636.  No pro forma adjustment was made for the offering as its effects are already reflected in Tribute’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014

2.   BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial statements were prepared pursuant to U.S. Securities and Exchange Commission Regulation S-X Article 11, and present the pro forma financial position and results of operations of the consolidated companies based upon the historical information after giving effect to the

acquisition and related financing and adjustments described in these footnotes. The unaudited pro forma condensed combined balance sheet is presented as if the acquisition and related financing had occurred on September 30, 2014; and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 and the nine month period ended September 30, 2014 is presented as if the acquisition and related financing had occurred on January 1, 2013.

The historical results of Tribute and the Novartis Products have been derived from audited financial statements incorporated by reference and included elsewhere in this Form 8-K/A, respectively. The audited statements of revenue and related expenses for the Novartis Products have been prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”); we did not identify any material differences between the accounting policies used by Novartis Products under IFRS and U.S. GAAP.

In addition, Novartis Products have historically reported its financial statements in its reporting currency, the U.S Dollar (“USD”); in order to present the unaudited pro forma condensed combined financial statements in Canadian dollars (“CAD”), which the Company’s reporting currency, the pro forma financial information for the Novartis Products has been translated to Canadian dollars using the spot rate of $1.12 as of September 30, 2014 for the balance sheet and average rates of $1.06 and $1.12 for the statements of operations for the twelve months ended December 31, 2013 and nine months ended September 30, 2014, respectively.

The acquisition of the Novartis Products has been reflected in the unaudited pro forma condensed combined financial statements as being accounted for under the acquisition method in accordance with ASC 805, Business Combination, with Tribute treated as the accounting acquirer.Under the acquisition method, the total estimated purchase price is calculated as described in Note 3.

For purposes of measuring the estimated fair value, where applicable, of the assets acquired and the liabilities assumed as reflected in the unaudited pro forma condensed combined financial information, Tribute has applied the guidance in ASC 820, Fair Value Measurements and Disclosures, which we refer to as ASC 820, which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Under ASC 805, acquisition-related transaction costs and acquisition-related restructuring charges are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

3.   CONSIDERATION TRANSFERRED AND FAIR VALUE OF NET ASSETS ACQUIRED

The consideration transferred for the acquisition was $32,000,000.  We determined that the fair value of the net assets acquired relates entirely to the intangible assets for the Fiorinal and Visken product lines.

4.   PRO FORMA ADJUSTMENTS

(a)   Cash and cash equivalents - Adjustment reflects the preliminary net adjustment to cash in connection with the acquisition and  related financing:

Cash paid for Novartis products	$	(32,000,000	)
Transaction costs related to the acquisition		(117,521	)
Cash drawings from SWK Loan		6,720,000	(i)
Debt issuance costs		(198,486	)(ii)
Pro Forma Adjustment to cash and cash equivilents	$	(25,596,007	)

(i)     Relates to the drawing from the SWK debt facility of USD 6.0 million, which has been converted in to Canadian dollars at the spot rate of $1.12 on September 30, 2014, the date on which the loan was drawn, to fund the acquisition.

(ii)     Relates to the issuance costs incurred in connection with the drawing from the SWK debt facility.

(b)   Debt issuance costs – Adjustment related to the debt issuance costs to be capitalized paid in connection with the drawings from the SWK Loan.

(c)   Intangible assets – In conjunction with the transaction, Tribute has reflected the fair value of the acquired identifiable intangible assets as follows:

Intangible Asset	Fair value
Fiorinal® Product Line	$	29,814,769
Visken® Product Line		2,185,231
Total Pro forma adjustment		32,000,000

(d)   Warrant liability – Adjustment relates to the fair value of the warrant liability recorded, whereby in connection with the funding of the first tranche, SWK was issued an aggregate of 740,000 common share purchase warrants with each such warrant entitling the holder thereof to acquire, at any time beforeOctober 1, 2019, one common share of Tribute at a price of US$0.70 per share.  The warrant has been recorded under liabilities as it is denominated in U.S. Dollars.

(e)   Debt – Adjustment reflects the preliminary net adjustment to debt in connection with the related financing obtained to fund the acquisition:

Cash drawings from SWK Loan		6,720,000	(i)
Warrant liability		(303,341	)(i)
Issuance costs		(100,800	)(ii)
Pro Forma Adjustment to cash and cash equivilents	$	6,315,859

(i)      In connection with the acquisition the Company increased its existing debt facility with SWK by up to US$9.0 million, US$6.0 million ($6.7 million converted at a spot rate of $1.12 at September 30, 2014) of which was drawn upon in connection with the acquisition of the Novartis Products.   In connection with this funding, the Company also issued to SWK an aggregate of 740,000 common share purchase warrants, which was fair valued at $0.3 million.

(ii)     Issuance cost recognized in connection with the issuance of the debt.

(f)   Transaction costs – Adjustment relates to the recognition of transaction costs incurred by Tribute.  This amount has been excluded from the unaudited pro forma combined statement of operations for the year ended December 31, 2013 and the nine months ended September 30, 2014 as it is non-recurring in nature and directly related to the acquisition.

(g)   Amortization – Adjustment reflects the of amortization expenses related to the intangible assets acquired as part of the acquisition.

Intangible Asset	Fair value		Amortization Expense for the year ended December 31, 2013		Amortization Expense for the nine months ended September 30, 2014
Fiorinal® Product Line	$	29,814,769	$	1,192,591	$	894,443
Visken® Product Line		2,185,231		87,409		65,557
Total Pro forma adjustment		32,000,000		1,280,000		960,000

(h)   Accretion expense – Adjustment relates to the amortization of the debt issuance costs incurred related to the drawing on the SWK facility and the issuance of the share purchase warrants.

(i)   Interest expense – Adjustment reflects the interest expense recognized for the $ 6.7 million (USD 6.0 million) that was drawn to fund the acquisition.  The Loan accrues interest at an annual rate of 11.5% plus LIBOR Rate (as defined in the Amended Credit Agreement), with LIBOR Rate being subject to a minimum floor of 2%, such that the minimum interest rate is 13.5%.

A 1/8% increase or decrease in the variable interest rate on the borrowings would increase or decrease the annual interest expense by $1.0 thousand.

(j)    Income tax expense (benefit) — Adjustment reflects the income tax impacts of the sum of the historical results of Tribute and the Novartis products as well as the pro forma adjustments using the Canadian statutory tax rate of 26.5%.