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): February 1, 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 5.07Submission of Matters to a Vote of Security Holders.

A special meeting of shareholders of Tribute Pharmaceuticals Canada Inc. (“Tribute”) was held on February 1, 2016 in Toronto, Ontario (the “Meeting”). A total of 87,923,807 common shares of Tribute, out of a total of 126,252,792 common shares issued and outstanding and entitled to vote as of the close of business on December 31, 2015, the record date of the Meeting (the "Record Date"), were present in person or represented by proxy at the Meeting, and there were holders of at least 15% of Tribute’s common shares present in person or by proxy at the Meeting, which constituted a quorum. A summary of the voting results for the proposal submitted to a vote of the shareholders of Tribute, which is described in detail in Tribute’s Notice of Special Meeting and Management Information Circular dated January 5, 2016 (the “Information Circular”) and first mailed to Tribute’s shareholders on or about January 11, 2016, is set forth below.

Adoption of the Arrangement Resolution

As previously disclosed, on June 8, 2015, Tribute, POZEN Inc., a Delaware corporation (“Pozen”), Aralez Pharmaceuticals plc, a public limited company formed under the laws of Ireland (formerly known as Aguono Limited, a private limited company formed under the laws of Ireland, and subsequently renamed Aralez Pharmaceuticals Limited prior to its re-registration as a public limited company) (“Former Parent”), Aralez Pharmaceuticals Holdings Limited, a private limited company formed under the laws of Ireland (formerly known as Trafwell Limited) (“Holdings”), ARLZ US Acquisition Corp., a corporation formed under the laws of the State of Delaware (“Former US Merger Sub”), and ARLZ CA Acquisition Corp., a corporation formed under the laws of the Province of Ontario, Canada (“Can Merger Sub”), entered into the Agreement and Plan of Merger and Arrangement (“Agreement”). The Agreement was subsequently amended by Amendment No. 1, dated as of August 19, 2015, by and among Tribute, Former Parent, Holdings, Former US Merger Sub, ARLZ US Acquisition II Corp., a corporation formed under the laws of the State of Delaware (“US Merger Sub”), Can Merger Sub and Pozen (“Amendment No. 1”), and by Amendment No. 2, dated as of December 7, 2015, by and among Tribute, Former Parent, Holdings, Aralez Pharmaceuticals Inc., a corporation formed under the laws of the Province of British Columbia, Canada (“Parent” or “Aralez”), US Merger Sub, Can Merger Sub and Pozen (“Amendment No. 2” and, together with the Agreement and Amendment No. 1, the “Merger Agreement”).

In order to effect the transactions contemplated by the Merger Agreement, US Merger Sub, an indirect subsidiary of Parent, will be merged with and into Pozen (the “Merger”). Pozen will be the surviving corporation and, through the Merger, will become an indirect wholly-owned subsidiary of Parent. The acquisition of Pozen will be effected under Delaware law. In accordance with the Merger Agreement, immediately preceding the Merger, Can Merger Sub and Tribute will amalgamate by way of a court approved plan of arrangement (the “Arrangement” and together with the Merger, the “Merger Transactions”). The legal existence of Tribute will survive the amalgamation, and Tribute and Can Merger Sub will continue as one corporation (“Amalco”), with the property of Tribute and Can Merger Sub becoming the property of Amalco. Upon completion of the Arrangement, Tribute (as Amalco) will become a wholly-owned subsidiary of Parent.

At the Meeting, the shareholders of Tribute voted upon and approved the special resolution (the “Arrangement Resolution”) set forth in the Information Circular approving, without limitation, the Merger Agreement and the Merger Transactions. Over 99% of the votes cast were in favor of the proposal. The results of the votes on this proposal were as follows:

Votes For	Votes Against
86,099,720	166,650

The Arrangement Resolution was also approved by at least a majority of the Minority Shareholders of Tribute.  "Minority Shareholders" means the shareholders of Tribute as of the Record Date other than Robert Harris and Scott Langille.

The foregoing description of the Merger Transactions, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Tribute on June 12, 2015 (with respect to the Agreement), and Exhibit 2.1 and Exhibit 2.2 to the Current Report on Form 8-K filed by Tribute on December 8, 2015 (with respect to Amendment No. 1 and Amendment No. 2, respectively) and is incorporated herein by reference.

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Item 8.01 Other Events

On February 1, 2016, Tribute issued a press release announcing that the Arrangement Resolution had been approved by the shareholders of Tribute. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 9.01Financial Statements and Exhibits.

d) Exhibits

Exhibit No.	Description
99.1	Press release dated February 1, 2016.

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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: February 1, 2016	By:	/s/ Scott Langille
		Name: Scott Langille
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated February 1, 2016.

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EX-99.1

EXHIBIT 99.1

Press Release Source: Tribute Pharmaceuticals Canada Inc.

TRIBUTE ANNOUNCES RESULTS OF SHAREHOLDER VOTE

MILTON, ONTARIO - February 1, 2016 - Tribute Pharmaceuticals Canada Inc. (TSXV:TRX or OTCQX: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., today announced that it has received overwhelming shareholder approval of the previously announced plan of arrangement (the "Arrangement") with, among others, Aralez Pharmaceuticals Inc. ("Aralez") (see press release dated December 7, 2015), which forms part of the pending transaction with POZEN Inc. ("POZEN") (NASDAQ: POZN).

Of the votes cast at the Tribute shareholder's meeting held today, approximately 99.81% voted in favour of the special resolution approving the Arrangement.

The Company will now apply to the Ontario Superior Court of Justice (Commercial List) for a final order (the "Final Order") approving the Arrangement.  The hearing in respect of the Final Order is expected to take place on February 2, 2016 at 10:00 a.m. (Toronto time) at 330 University Avenue, Toronto, Ontario.

Provided that the Final Order is granted, and the remaining conditions are satisfied including approval of the POZEN shareholders at its meeting scheduled for February 2, 2016, it is anticipated that the Arrangement will close on or about February 5, 2016.

Transaction Terms and Structure

In connection with the transaction, POZEN formed Aralez, organized under the laws of British Columbia, Canada. Pursuant to the terms of the proposed transaction, a Canadian subsidiary of Aralez ("Can Merger Sub") will amalgamate with Tribute by way of the Arrangement, Upon completion of the Arrangement, Tribute and Can Merger Sub will continue as one corporation ("Amalco") and Amalco will become a wholly-owned subsidiary of Aralez. Similarly, an indirect U.S. subsidiary of Aralez will merge with POZEN, with POZEN surviving as an indirect wholly-owned subsidiary of Aralez. At closing, each share of POZEN common stock will be converted into the right to receive one Aralez common share and each common share of Tribute (other than dissenting shares) will be exchanged for 0.1455 of an Aralez common share. As a result of the proposed transaction and before giving effect to a contemplated concurrent financing, stockholders of POZEN will own approximately 64 percent of Aralez and shareholders of Tribute will own approximately 36 percent of Aralez, in each case prior to giving effect to any exercise of any outstanding options or warrants or vesting and delivery of any restricted stock units of either company after the date hereof. It is a condition of closing that the common shares of Aralez be approved for listing on the NASDAQ, subject to official notice of issuance, and conditionally approved on the Toronto Stock Exchange (“TSX”).

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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 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. 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.

For full prescribing information refer to the individual product websites.

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. This product 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.

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Tribute’s common shares are traded on the TSX Venture Exchange under the symbol "TRX" and on the OTCQX International 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 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 this business model, POZEN has successfully developed and obtained United States Food and Drug Administration ("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 to be realized 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.

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements under applicable securities laws, including, but not limited to, statements related to the anticipated consummation of the business combination transaction among Aralez, Tribute and POZEN and the timing and benefits thereof; the specific steps of the transaction; the combined company’s strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, competitive position, anticipated product portfolio, development programs and management structure; the proposed listing on the NASDAQ and TSX and other statements that are not historical facts.  These forward-looking statements are based on Tribute’s and POZEN’s current assumptions and expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the parties’ ability to complete the combination and anticipated equity and debt financings on the proposed terms and schedule; the combined company meeting the listing requirements on the NASDAQ and TSX; risk that Aralez may be taxed as a U.S. resident corporation;  risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed transaction; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the combined company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of the combined company’s shares could decline, as well as other risks related to Tribute’s and POZEN’s business, including POZEN’s inability to build, acquire or contract with a sales force of sufficient scale for the commercialization of YOSPRALA™ in a timely and cost-effective manner, the parties’ failure to successfully commercialize product candidates; costs and delays in the development and/or FDA approval of the parties’ product candidates (including YOSPRALA), including as a result of the need to conduct additional studies or due to issues with third-party manufacturers, or the failure to obtain such approval of Tribute’s or POZEN’S product candidates for all expected indications, including as a result of changes in regulatory standards or the regulatory environment during the development period of any of its product candidates; the inability to maintain or enter into, and the risks resulting from POZEN’s dependence upon, collaboration or contractual arrangements necessary for the development, manufacture, commercialization, marketing, sales and distribution of any products, including its dependence on AstraZeneca and Horizon for the sales and marketing of VIMOVO®; POZEN’s dependence on Patheon for the manufacture of YOSPRALA 81/40 and YOSPRALA 325/40; the ability of Tribute and POZEN to protect their intellectual property and defend their patents; regulatory obligations and oversight; POZEN’s inability to manufacture products and reliance upon third-party manufacturers to supply it with product candidates and commercial products, including YOSPRALA; POZEN’s ability to complete the YOSPRALA new drug application ("NDA") filing within the anticipated timeline; the ability of POZEN’s third-party manufacturers to comply with current good manufacturing practices ("cGMP") regulations or other FDA regulatory requirements; POZEN’s ability to qualify the primary or secondary aspirin active pharmaceutical ingredient ("API") suppliers; the ability of POZEN’s secondary supplier to resolve the FDA 483 observations and resume manufacturing operations; delays in obtaining FDA approval of one or both of POZEN’s aspirin API suppliers; the ability of POZEN’s contract manufacturers to maintain required regulatory approvals and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in POZEN’s SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2014 and any subsequent Quarterly Reports on Form 10-Q, and in Tribute’s SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2014 and any subsequent Quarterly Reports on Form 10-Q. The parties undertake no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in their expectations.

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

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

Contacts:

Tribute Pharmaceuticals Canada Inc.

Scott Langille

CFO

905-876-3166

scott.langille@tributepharma.com

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