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Cipher Pharmaceuticals Inc – ‘40FR12B’ on 11/7/14

On:  Friday, 11/7/14, at 4:15pm ET   ·   Accession #:  1104659-14-78399   ·   File #:  1-36734

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/07/14  Cipher Pharmaceuticals Inc        40FR12B               84:13M                                    Merrill Corp-MD/FA

Registration of Securities of a Canadian Issuer — SEA’34 §12(b)   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12B     Registration of Securities of a Canadian Issuer --  HTML     97K 
                          SEA'34 §12(b)                                          
 2: EX-99.01    Miscellaneous Exhibit                               HTML     31K 
 3: EX-99.02    Miscellaneous Exhibit                               HTML    376K 
 4: EX-99.03    Miscellaneous Exhibit                               HTML    154K 
 5: EX-99.04    Miscellaneous Exhibit                               HTML     44K 
 6: EX-99.05    Miscellaneous Exhibit                               HTML     61K 
 7: EX-99.06    Miscellaneous Exhibit                               HTML    317K 
 8: EX-99.07    Miscellaneous Exhibit                               HTML     32K 
 9: EX-99.08    Miscellaneous Exhibit                               HTML     32K 
10: EX-99.09    Miscellaneous Exhibit                               HTML     23K 
11: EX-99.10    Miscellaneous Exhibit                               HTML    557K 
12: EX-99.11    Miscellaneous Exhibit                               HTML     28K 
13: EX-99.12    Miscellaneous Exhibit                               HTML    444K 
14: EX-99.13    Miscellaneous Exhibit                               HTML     27K 
15: EX-99.14    Miscellaneous Exhibit                               HTML     29K 
16: EX-99.15    Miscellaneous Exhibit                               HTML     45K 
17: EX-99.16    Miscellaneous Exhibit                               HTML     27K 
18: EX-99.17    Miscellaneous Exhibit                               HTML    264K 
19: EX-99.18    Miscellaneous Exhibit                               HTML    131K 
20: EX-99.19    Miscellaneous Exhibit                               HTML     28K 
21: EX-99.20    Miscellaneous Exhibit                               HTML     28K 
22: EX-99.21    Miscellaneous Exhibit                               HTML     44K 
23: EX-99.22    Miscellaneous Exhibit                               HTML     41K 
24: EX-99.23    Miscellaneous Exhibit                               HTML     25K 
25: EX-99.24    Miscellaneous Exhibit                               HTML    344K 
26: EX-99.25    Miscellaneous Exhibit                               HTML    169K 
27: EX-99.26    Miscellaneous Exhibit                               HTML     29K 
28: EX-99.27    Miscellaneous Exhibit                               HTML     29K 
29: EX-99.28    Miscellaneous Exhibit                               HTML     40K 
30: EX-99.29    Miscellaneous Exhibit                               HTML     27K 
31: EX-99.30    Miscellaneous Exhibit                               HTML     35K 
32: EX-99.31    Miscellaneous Exhibit                               HTML    351K 
33: EX-99.32    Miscellaneous Exhibit                               HTML    174K 
34: EX-99.33    Miscellaneous Exhibit                               HTML     28K 
35: EX-99.34    Miscellaneous Exhibit                               HTML     28K 
36: EX-99.35    Miscellaneous Exhibit                               HTML     41K 
37: EX-99.36    Miscellaneous Exhibit                               HTML     23K 
38: EX-99.37    Miscellaneous Exhibit                               HTML     23K 
39: EX-99.38    Miscellaneous Exhibit                               HTML     24K 
40: EX-99.39    Miscellaneous Exhibit                               HTML     28K 
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43: EX-99.42    Miscellaneous Exhibit                               HTML     45K 
44: EX-99.43    Miscellaneous Exhibit                               HTML     40K 
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46: EX-99.45    Miscellaneous Exhibit                               HTML     29K 
47: EX-99.46    Miscellaneous Exhibit                               HTML     28K 
48: EX-99.47    Miscellaneous Exhibit                               HTML    310K 
49: EX-99.48    Miscellaneous Exhibit                               HTML     32K 
50: EX-99.49    Miscellaneous Exhibit                               HTML     32K 
51: EX-99.50    Miscellaneous Exhibit                               HTML    559K 
52: EX-99.51    Miscellaneous Exhibit                               HTML     27K 
53: EX-99.52    Miscellaneous Exhibit                               HTML    424K 
54: EX-99.53    Miscellaneous Exhibit                               HTML     26K 
55: EX-99.54    Miscellaneous Exhibit                               HTML    264K 
56: EX-99.55    Miscellaneous Exhibit                               HTML    156K 
57: EX-99.56    Miscellaneous Exhibit                               HTML     29K 
58: EX-99.57    Miscellaneous Exhibit                               HTML     29K 
59: EX-99.58    Miscellaneous Exhibit                               HTML     44K 
60: EX-99.59    Miscellaneous Exhibit                               HTML     28K 
61: EX-99.60    Miscellaneous Exhibit                               HTML     35K 
62: EX-99.61    Miscellaneous Exhibit                               HTML     32K 
63: EX-99.62    Miscellaneous Exhibit                               HTML     33K 
64: EX-99.63    Miscellaneous Exhibit                               HTML     29K 
65: EX-99.64    Miscellaneous Exhibit                               HTML     33K 
66: EX-99.65    Miscellaneous Exhibit                               HTML    340K 
67: EX-99.66    Miscellaneous Exhibit                               HTML    195K 
68: EX-99.67    Miscellaneous Exhibit                               HTML     29K 
69: EX-99.68    Miscellaneous Exhibit                               HTML     29K 
70: EX-99.69    Miscellaneous Exhibit                               HTML     46K 
71: EX-99.70    Miscellaneous Exhibit                               HTML    354K 
72: EX-99.71    Miscellaneous Exhibit                               HTML    202K 
73: EX-99.72    Miscellaneous Exhibit                               HTML     29K 
74: EX-99.73    Miscellaneous Exhibit                               HTML     29K 
75: EX-99.74    Miscellaneous Exhibit                               HTML     44K 
76: EX-99.75    Miscellaneous Exhibit                               HTML     23K 
77: EX-99.76    Miscellaneous Exhibit                               HTML    369K 
78: EX-99.77    Miscellaneous Exhibit                               HTML     32K 
79: EX-99.78    Miscellaneous Exhibit                               HTML     32K 
80: EX-99.79    Miscellaneous Exhibit                               HTML     23K 
81: EX-99.80    Miscellaneous Exhibit                               HTML    425K 
82: EX-99.81    Miscellaneous Exhibit                               HTML     32K 
83: EX-99.82    Miscellaneous Exhibit                               HTML     32K 
84: EX-99.83    Miscellaneous Exhibit                               HTML     22K 


40FR12B   —   Registration of Securities of a Canadian Issuer — SEA’34 §12(b)


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 40-F

 


 

T         REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

£         ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended:

 

Commission File Number:

 

CIPHER PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

 

Ontario, Canada

 

2834

 

 

(Province or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification
Code Number (if applicable))

 

(I.R.S. Employer Identification
Number
(if applicable))

 

5650 Tomken Road, Unit 16

Mississauga, Ontario

L4W 4P1

(905) 602-5840

(Address and telephone number of registrant’s principal executive offices)

 

CT Corporation

111 Eighth Avenue, 13th Floor

New York, New York 10011

(212) 590-9331

(Name, address (including zip code) and telephone number

(including area code) of agent for service of process in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Name of each exchange on which registered

Common Shares, no par value

Common Shares, no par value

 

Toronto Stock Exchange

NASDAQ Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

 

For annual reports, indicate by check mark the information filed with this form:

 

£ Annual Information Form

 

£ Audited Annual Financial Statements

 

Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 24,975,961 Common Shares, no par value, as of December 31, 2013

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  £  Yes  x  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  £  Yes  £  No

 

 

 



 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this Registration Statement on Form 40-F are forward-looking statements. Please see “Caution Regarding Forward-Looking Statements” on page 1 of the Annual Information Form for the year ended December 31, 2013 (the “2013 AIF”) of Cipher Pharmaceuticals Inc. (the “Registrant”), which is filed as Exhibit 99.47 to this Registration Statement on Form 40-F.

 

Documents Filed as Part of This Registration Statement

 

The documents filed as Exhibits 99.1 through 99.82 each of which is incorporated by reference in this registration statement, contain all information material to an investment decision that the Registrant since January 1, 2013: (i) made or was required to make public pursuant to the law of any Canadian jurisdiction, (ii) filed or was required to file with the Toronto Stock Exchange (the “TSX”) and which was made public by the TSX, or (iii) distributed or was required to distribute to its security holders.

 

Description of Common Shares

 

The required disclosure containing a description of the securities to be registered is included under the headings “Dividends” and “Description of Capital Structure—Common Shares” on pages 16 and 17 of the 2013 AIF, respectively, and “Note 10—Share Capital” to the Registrant’s Audited Financial Statements as of and for the year ended December 31, 2013, which are filed as Exhibit 99.80 to this Registration Statement on Form 40-F.

 

Off-Balance Sheet Arrangements

 

The Registrant does not have any “off-balance sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Tabular Disclosure of Contractual Obligations

 

The following is a summary of the Registrant’s contractual obligations as of December 31, 2013:

 

 

 

 

 

Payments due by period

 

Contractual
Obligations

 

Total

 

Less than 1
year

 

1-3 years

 

3-5 years

 

More than 5
years

 

Long-Term Debt Obligations

 

nil

 

nil

 

nil

 

nil

 

nil

 

Capital (Finance) Lease Obligations

 

nil

 

nil

 

nil

 

nil

 

nil

 

Operating Lease Obligations

 

$

97,753

 

$

69,002

 

$

28,751

 

nil

 

nil

 

Purchase Obligations

 

Nil

 

Nil

 

Nil

 

nil

 

nil

 

Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet

 

Nil

 

Nil

 

Nil

 

nil

 

nil

 

Total

 

$

97,753

 

$

69,002

 

$

28,751

 

nil

 

nil

 

 

2



 

Undertaking

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

Consent to Service of Process

 

The Registrant has filed a Form F-X with the Commission together with this Registration Statement on Form 40-F.

 

3



 

Signatures

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized on November 7, 2014.

 

 

 

CIPHER PHARMACEUTICALS INC.

 

 

 

 

 

 

 

By:

/s/ Norman Evans

 

Name:

Norman Evans

 

Title:

Chief Financial Officer

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.01

 

Notice of 2013 Annual Meeting Date and Record Date

99.02

 

Audited Financial Statements as of and for the fiscal year ended December 31, 2012

99.03

 

Management’s Discussion and Analysis for the fiscal year ended December 31, 2012

99.04

 

News Release dated March 1, 2013

99.05

 

ON Form 13-502F1 (Class 1 Reporting Issuers — Participation Fee)

99.06

 

Revised Annual Information Form for the fiscal year ended December 31, 2012

99.07

 

Canadian Form 52-109F1R — Certification of refiled annual filings — CEO

99.08

 

Canadian Form 52-109F1R — Certification of refiled annual filings — CFO

99.09

 

Cover Letter dated March 25, 2013

99.10

 

Annual Report for the fiscal year ended December 31, 2012

99.11

 

Form of proxy for the 2013 Annual Meeting

99.12

 

Management Information Circular for the 2013 Annual and Special Meeting

99.13

 

Notice of 2013 Annual and Special Meeting

 

4



 

99.14

 

Voting Instruction Form for 2013 Annual and Special Meeting

99.15

 

Certificate re: dissemination to shareholders

99.16

 

News Release dated April 29, 2013

99.17

 

Interim Financial Statements as at and for the three months ended March 31, 2013

99.18

 

Management’s Discussion and Analysis for the three months ended March 31, 2013

99.19

 

Canadian Form 52-109F2 — Certification of interim filings — CEO

99.20

 

Canadian Form 52-109F2 — Certification of interim filings — CFO

99.21

 

News Release dated May 3, 2013

99.22

 

Report of Voting Results of 2013 Annual Meeting

99.23

 

News Release dated July 2, 2013

99.24

 

Interim Financial Statements as at and for the three and six months ended June 30, 2013

99.25

 

Management’s Discussion and Analysis for the three and six months ended June 30, 2013

99.26

 

Canadian Form 52-109F2 — Certification of interim filings — CEO

99.27

 

Canadian Form 52-109F2 — Certification of interim filings — CFO

99.28

 

News Release dated July 31, 2013

99.29

 

News Release dated September 19, 2013

99.30

 

Material Change Report dated September 20, 2013

99.31

 

Interim Financial Statements as at and for the three and nine months ended September 30, 2013

99.32

 

Management’s Discussion and Analysis for the three and nine months ended September 30, 2013

99.33

 

Canadian Form 52-109F2 — Certification of interim filings — CEO

99.34

 

Canadian Form 52-109F2 — Certification of interim filings — CFO

99.35

 

News Release dated October 30, 2013

99.36

 

News Release dated December 30, 2013

99.37

 

News Release dated January 21, 2014

99.38

 

News Release dated February 5, 2014

99.39

 

Notice of 2014 Annual Meeting Date and Record Date

 

5



 

99.40

 

Audited Financial Statements as of and for the fiscal year ended December 31, 2013

99.41

 

Management’s Discussion and Analysis for the fiscal year ended December 31, 2013

99.42

 

News Release dated February 26, 2014

99.43

 

ON Form 13-502F1 (Class 1 Reporting Issuers — Participation Fee)

99.44

 

Material Change Report dated March 14, 2014

99.45

 

News Release dated March 14, 2014

99.46

 

News Release dated March 25, 2014

99.47

 

Annual Information Form for the fiscal year ended December 31, 2013

99.48

 

Canadian Form 52-109F1 — Certification of annual filings — CEO

99.49

 

Canadian Form 52-109F1 — Certification of annual filings — CFO

99.50

 

Annual Report for the fiscal year ended December 31, 2013

99.51

 

Form of proxy for the 2014 Annual Meeting

99.52

 

Management Information Circular for the 2014 Annual Meeting

99.53

 

Notice of 2014 Annual Meeting

99.54

 

Interim Financial Statements as at and for the three months ended March 31, 2014

99.55

 

Management’s Discussion and Analysis for the three months ended March 31, 2014

99.56

 

Canadian Form 52-109F2 — Certification of interim filings — CEO

99.57

 

Canadian Form 52-109F2 — Certification of interim filings — CFO

99.58

 

News Release dated May 2, 2014

99.59

 

News Release dated May 5, 2014

99.60

 

Report of Voting Results of 2014 Annual Meeting

99.61

 

News release dated June 18, 2014

99.62

 

Material Change Report dated June 26, 2014

99.63

 

News Release dated June 26, 2014

99.64

 

News Release dated July 24, 2014

99.65

 

Interim Financial Statements as at and for the three and six months ended June 30, 2014

99.66

 

Management’s Discussion and Analysis for the three and six months ended June 30, 2014

 

6



 

99.67

 

Canadian Form 52-109F2 — Certification of interim filings — CEO

99.68

 

Canadian Form 52-109F2 — Certification of interim filings — CFO

99.69

 

News Release dated July 30, 2014

99.70

 

Interim Financial Statements as at and for the three and nine months ended September 30, 2014

99.71

 

Management’s Discussion and Analysis for the three and nine months ended September 30, 2014

99.72

 

Canadian Form 52-109F2 — Certification of interim filings—CEO

99.73

 

Canadian Form 52-109F2 — Certification of interim filings — CFO

99.74

 

News Release dated October 29, 2014

99.75

 

Cover Letter for Refiled 2012 Audited Financial Statement

99.76

 

Refiled Audited Financial Statements as of and for the fiscal year ended December 31, 2012

99.77

 

Canadian Form 52-109F2 — Certification of Refiled 2012 Annual filings — CEO

99.78

 

Canadian Form 52-109F2 — Certification of Refiled 2012 Annual filings — CFO

99.79

 

Cover Letter for Refiled 2013 Audited Financial Statement

99.80

 

Refiled Audited Financial Statements as of and for the fiscal year ended December 31, 2013

99.81

 

Canadian Form 52-109F2 — Certification of Refiled 2013 Annual filings — CEO

99.82

 

Canadian Form 52-109F2 — Certification of Refiled 2013 Annual filings — CFO

99.83

 

Consent of PricewaterhouseCoopers LLP

 

7



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40FR12B’ Filing    Date    Other Filings
Filed on:11/7/14F-X
10/29/14
9/30/14
7/30/14
7/24/14
6/30/14
6/26/14
6/18/14
5/5/14
5/2/14
3/31/14
3/25/14
3/14/14
2/26/14
2/5/14
1/21/14
12/31/13
12/30/13
10/30/13
9/30/13
9/20/13
9/19/13
7/31/13
7/2/13
6/30/13
5/3/13
4/29/13
3/31/13
3/25/13
3/1/13
1/1/13
12/31/12
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