8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 21, 2016

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 No.)

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))

Item 7.01 Regulation FD Disclosure.

On January 21, 2016, Tribute Pharmaceuticals Canada Inc. (“Tribute”) issued a press release announcing that Institutional Shareholder Services and Glass Lewis & Co. have both recommended that Tribute shareholders vote FOR the special resolution to approve the previously announced transaction with POZEN Inc. (“POZEN”) and combination under Aralez Pharmaceuticals Inc. (“Aralez”), to be considered at the upcoming special meeting of Tribute shareholders being held on February 1, 2016. The full text of the press release is being furnished as Exhibit 99.1 to this Form 8-K, and shall not be deemed filed under the Securities Exchange Act of 1934, as amended.

Additional Information and Where to Find It

            INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ARALEZ’S REGISTRATION STATEMENT ON FORM S-4 AND POZEN’S RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS AS WELL AS TRIBUTE’S INFORMATION CIRCULAR BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ARALEZ, POZEN, TRIBUTE AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents and other related documents filed with the United States Securities and Exchange Commission (“SEC”) at the SEC’s website at www.sec.gov. Investors and security holders may obtain free copies of the Information Circular and other documents filed by Tribute on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators at www.sedar.com and on the SEC’s website at www.sec.gov. Investors and security holders may obtain free copies of the documents filed by POZEN with the SEC on POZEN’s website at www.pozen.com under the heading “Investors” and then under the heading “SEC Filings” and free copies of the documents filed by Tribute with the SEC on Tribute’s website at www.tributepharma.com under the heading “Investors” and then under the heading “SEC Filings.”

POZEN, Tribute and Aralez and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of POZEN and shareholders of Tribute and Aralez in connection with the proposed transaction. Information regarding the special interests, if any, of these directors and executive officers in the proposed transaction is included in the proxy statement/prospectus and Information Circular described above. Additional information regarding the directors and executive officers of POZEN and Tribute is contained in their respective annual reports on Form 10-K for the year ended December 31, 2014 filed with the SEC.

This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

The following exhibit is furnished herewith:

Exhibit No.	Description
99.1	Press release dated January 21, 2016.

SIGNATURES

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

	TRIBUTE PHARMACEUTICALS CANADA INC.
Date: January 21, 2016	By:	/s/ Scott Langille
	Name: Scott Langille
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated January 21, 2016.

EX-99.1

Exhibit 99.1

Press Release Source: Tribute Pharmaceuticals Canada Inc.

Leading Independent Advisors Recommend that Tribute Shareholders Vote FOR the Transaction

MILTON, ONTARIO - 1/21/16 - Tribute Pharmaceuticals Canada Inc. (TSX VENTURE: TRX) (OTCQX International:  TBUFF) ("Tribute" or the "Company"), a specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canada and the U.S., is pleased to announce that Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") have both recommended that Tribute shareholders vote FOR the special resolution (the "Arrangement Resolution") to approve the previously announced transaction (the "Transaction") with Pozen Inc. ("Pozen") and combination under Aralez Pharmaceuticals Inc. ("Parent"), to be considered at the upcoming special meeting of Tribute shareholders to be held on February 1, 2016 at 10:00 a.m. (Toronto time) at the offices of Fogler, Rubinoff LLP, located at 77 King Street West, Suite 3000, Toronto, Ontario.

In connection with the Transaction, each Tribute Shareholder will receive 0.1455 of a common share of Parent per Tribute common share ("Tribute Shares").

Both ISS and Glass Lewis are independent proxy advisory firms which, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

The Board of Directors of Tribute unanimously recommends that Tribute shareholders vote FOR the Arrangement Resolution.

Shareholders are reminded to vote FOR the Arrangement Resolution prior to the voting deadline on January 28, 2016 at 10 a.m. EST (Toronto time).

Shareholders should now have received, and are urged to carefully review, the Management Information Circular (the "Circular") and accompanying proxy voting materials as they contain important information regarding the Transaction and its benefits to shareholders.  Assuming a successful shareholder vote and satisfaction of the other conditions required for completion of the Transaction, closing is expected to occur in early February 2016.

How to Vote

Vote Today. Your vote is important regardless of the number of Tribute Shares you own.

Registered Shareholders

Tribute shareholders who own Tribute Shares directly and which are represented by a physical certificate, may vote via the internet at www.voteproxyonline.com or following the instructions found on their form of proxy.

Non-Registered Shareholders

Tribute shareholders who hold their Tribute Shares through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on their voting instruction form.

The deadline to vote is January 28, 2016 at 10 a.m. EST (Toronto time).  However, Tribute Shareholders are encouraged to vote well in advance of the deadline.

Shareholder Questions

Tribute shareholders who have questions or require assistance with voting may contact Laurel Hill Advisory Group, Tribute's proxy solicitation agent, toll-free at 1-877-452-7184 (416-304-0211 collect) or by email at assistance@laurelhill.com.

About Tribute

Tribute is a specialty pharmaceutical company with a primary focus on the acquisition, licensing, development and promotion of healthcare products in Canada and the U.S. markets.

Tribute markets Cambia® (diclofenac potassium for oral solution), Bezalip® SR (bezafibrate), Soriatane® (acitretin), NeoVisc® (1.0% sodium hyaluronate solution), Uracyst® (sodium chondroitin sulfate solution 2%), Fiorinal®, Fiorinal® C, Visken®, Viskazide®, Collatamp® G, Durela®, Proferrin®, Iberogast®, MoviPrep®, Normacol®, Resultz®, Pegalax®, Balanse®, Balanse® Kids, Diaflor™, Mutaflor®, and Purfem® in the Canadian market. Additionally, NeoVisc® and Uracyst® are commercially available and are sold globally through various international partnerships. Tribute also has the exclusive U.S. rights to Fibricor® and its related authorized generic. In addition, it has the exclusive U.S. rights to develop and commercialize Bezalip SR in the U.S. and has the exclusive right to sell bilastine, a product licensed from Faes Farma for the treatment of allergic rhinitis and chronic idiopathic urticaria (hives), in Canada. The exclusive license is inclusive of prescription and non-prescription rights for bilastine, as well as adult and pediatric presentations in Canada. Bilastine is subject to receiving Canadian regulatory approval. Tribute also has the Canadian rights to ibSium®, which was approved in Canada in June 2015 and two additional pipeline products including Octasa® and BedBugz™, both of which are pending submission to Health Canada.

The Tribute Shares are traded on the TSX Venture Exchange under the symbol "TRX" and quoted on the OTCQX under the symbol "TBUFF".  For more detailed company information, including copies of this and other press releases, please visit www.tributepharma.com.

About POZEN

POZEN Inc. is a specialty pharmaceutical company that has historically focused on developing novel therapeutics for unmet medical needs and licensing those products to other pharmaceutical companies for commercialization. By utilizing a unique in-source model and focusing on integrated therapies, POZEN has successfully developed and obtained FDA approval of two self-invented products. Funded by these milestones/royalty streams, POZEN has created a portfolio of cost-effective, evidence-based integrated aspirin therapies designed to enable the full power of aspirin by reducing its GI damage.

POZEN's common stock is traded under the symbol "POZN" on The NASDAQ Global Market. For more detailed company information, including copies of this and other press releases, please visit www.pozen.com.

Additional Information and Where to Find It

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ TRIBUTE’S CIRCULAR AS IT CONTAINS IMPORTANT INFORMATION ABOUT PARENT, POZEN, TRIBUTE AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents and other related documents filed with the United States Securities and Exchange Commission ("SEC") at the SEC’s website at www.sec.gov and on the System for Electronic Document Analysis Retrieval ("SEDAR") website maintained by the Canadian Securities Administrators at www.sedar.com or on Tribute's website at www.tributepharma.com under the heading “Investors” and then under the heading "SEC Filings".

Tribute and its respective directors and executive officers may be deemed participants in the solicitation of proxies from the Tribute Shareholders in connection with the Transaction.  Information regarding the special interests, if any, of these directors and executive officers in the Transaction are included in the Circular described above.  Additional information regarding the directors and executive officers of Tribute is contained in its Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC.

This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains certain forward-looking statements about Tribute as defined in the applicable securities laws, which statements can be identified by the use of forward-looking terminology, such as "may", "will", "expect", "intend", "anticipate", "estimate", "predict", "plan" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. Such statements include, but are not limited to, statements related to the anticipated consummation of the Transaction and the timing and benefits thereof.  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Tribute's actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, any of which could cause actual results to vary materially from current results or anticipated future results, including but not limited to, those risks and uncertainties disclosed under the heading "Risk Factors" of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2014 and its other filings filed with the United States Securities and Exchange Commission and Canadian securities regulatory authorities, which are available online at www.sec.gov and at www.sedar.com, respectively. Accordingly, readers should not place undue reliance on forward-looking statements. Tribute assumes no obligation to update any forward-looking statements.

Bezalip® SR and Soriatane® are registered trademarks and under license from Actavis Group PTC ehf. Cambia® is a registered trademark and under license from Depomed, Inc. Collatamp® G is a registered trademark and under license EUSA Pharma (Europe) Limited. Visken® and Viskazide® are registered trademarks under license with Novartis AG. Durela® is a registered trademark and under license from Cipher Pharmaceuticals Inc. Proferrin® is a registered trademark and under license from Colorado Biolabs, Inc. MoviPrep® and Normacol® are registered trademarks and under license from the Norgine group of companies. Iberogast® is a registered trademark and under license from Bayer Consumer Care AG.

For further information on Tribute, visit the Company's website: http://www.tributepharma.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Tribute Pharmaceuticals Canada Inc.	Laurel Hill Advisory Group
Scott Langille	toll-free at 1-877-452-7184
CFO	(416-304-0211 collect)
905-876-3166	assistance@laurelhill.com
scott.langille@tributepharma.com