0001467154-24-000004.txt : 20240130
0001467154-24-000004.hdr.sgml : 20240130
20240130164737
ACCESSION NUMBER: 0001467154-24-000004
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240126
ITEM INFORMATION: Bankruptcy or Receivership
ITEM INFORMATION: Material Modifications to Rights of Security Holders
FILED AS OF DATE: 20240130
DATE AS OF CHANGE: 20240130
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NVN Liquidation, Inc.
CENTRAL INDEX KEY: 0001467154
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 204427682
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37880
FILM NUMBER: 24578847
BUSINESS ADDRESS:
STREET 1: P.O. BOX 64
CITY: PITTSBORO
STATE: NC
ZIP: 27312
BUSINESS PHONE: 919-485-8080
MAIL ADDRESS:
STREET 1: P.O. BOX 64
CITY: PITTSBORO
STATE: NC
ZIP: 27312
FORMER COMPANY:
FORMER CONFORMED NAME: Novan, Inc.
DATE OF NAME CHANGE: 20090626
8-K
1
NOVN01262024_8K_PlanConfirm.txt
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 26, 2023
_____________________
NVN Liquidation, Inc.
(Exact name of registrant as specified in its charter)
_____________________
Delaware (State or other jurisdiction of incorporation)
001-37880 (Commission File Number)
20-4427682 (IRS Employer Identification No.)
P.O. Box 64, Pittsboro, North Carolina 27312
(Address of principal executive offices) (Zip Code)
(919) 485-8080
(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:
[] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: Common Stock, $0.0001 par value
Trading Symbol(s): NOVNQ
Name of Each Exchange on Which Registered: NONE
(1) The registrant's common stock was previously
traded on the Nasdaq Capital Market under the symbol "NOVN." On
July 26, 2023, the registrant's common stock began trading
exclusively on the over-the-counter ("OTC") market under the symbol
"NOVNQ." On September 8, 2023, Nasdaq filed a Form 25 with
the United States Securities and Exchange Commission to
complete the delisting of the registrant's common stock from
Nasdaq, and the delisting became effective ten days after the Form
25 was filed.
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company []
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. []
Item 1.03 Bankruptcy or Receivership.
As previously disclosed, on July 17, 2023, NVN Liquidation, Inc.,
f/k/a Novan, Inc. (the "Company") and its wholly owned subsidiary, EPI
Health, LLC ("EPI Health" and together with the Company, the "Debtors")
filed voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). The case is being
administered under the caption In re: NVN Liquidation, Inc., et al,
f/k/a Novan, Inc., Case No. 23-10937 (the "Chapter 11 Case").
After a hearing held in front of the Bankruptcy Court on January 25, 2024,
the Bankruptcy Court entered an order on January 26, 2024 confirming the
Amended Combined Disclosure Statement and Plan of Liquidation Proposed by
the Debtors, dated January 26, 2024 (as amended, modified, or supplemented
from time to time, the "Plan"). The Plan, as confirmed by the Bankruptcy
Court, contemplates, among other things, the appointment of a liquidating
trustee and an orderly wind-down and liquidation of the Debtors' assets.
In accordance with the Plan, on the effective date of the Plan, all
outstanding equity interests of the Company will be canceled, extinguished
and discharged and will be of no further force or effect pursuant to the
Plan, and holders of such equity interests will not receive or retain any
property on account of such interests. The Plan remains subject to certain
conditions precedent before becoming effective, and the Debtors anticipate
that the Plan will become effective in mid-February 2024.
The foregoing description of the Plan is a summary thereof and does not
purport to be complete, and is subject to, and qualified in its entirety
by reference to, the Plan. A copy of the confirmed Plan (court docket #0565)
and its confirmation order (court docket #0568) can be accessed for free
at https://www.kccllc.net/novan and are incorporated herein by reference
into this Item 1.03.
Item 3.03 Material Modifications to the Rights of Security Holders.
The disclosure under Item 1.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K includes statements that are, or may be deemed,
"forward-looking statements." In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology,
including the terms "believes," "estimates," "anticipates," "expects,"
"plans," "intends," "may," "could," "might," "will," "should,"
"approximately" or, in each case, their negative or other variations
thereon or comparable terminology, although not all forward-looking
statements contain these words. These forward-looking statements
reflect the current beliefs and expectations of management made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
are subject to significant risks, uncertainties and assumptions that
are difficult to predict and could cause actual results to differ
materially and adversely from those expressed or implied in the
forward-looking statements. Forward-looking statements are also
subject to the risk factors and cautionary language described from
time to time in the reports the Company files with the SEC, including
in the Company's most recent Annual Report on Form 10-K for the year
ended December 31, 2022 and any updates thereto in the Company's
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
These risks and uncertainties may cause actual future results to be
materially different than those expressed in such forward-looking
statements. Any forward-looking statements that we make in this Form 8-K
speak only as of the date of such statement, and we undertake no
obligation to update such statements to reflect events or circumstances after
the date of this Form 8-K or to reflect the occurrence of unanticipated events.
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 hereunto duly authorized.
NVN Liquidation, Inc.
Date: January 30, 2023
By:
/s/ Paula Brown Stafford
Paula Brown Stafford
Chairman, President and Chief Executive Officer