Liminal BioSciences Inc. LMNL

Havn't been here lately = Liminal x GAMMA BIOSCIENCES GP LLC

[intheteeth]

full doc.:

https://sec.report/Document/0001193125-19-293624/

Form 6-K Liminal Biosciences Inc.

Report of foreign issuer [Rules 13a-16 and 15d-16]

1. SEC.report
2.  
3.  Liminal BioSciences Inc.
4.  
5.  Form 6-K
6.  (Filer)

Published: 2019-11-15 20:15:05
Submitted: 2019-11-18
Period Ending In: 2019-11-15

 

d834506d6k.htm  6-K

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> ENT> 6-K 1 d834506d6k.htm 6-K

6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of November 2019

Commission File Number: 001-39131

 

 

LIMINAL BIOSCIENCES INC.

(Translation of registrant’s name into English)

 

 

440 Armand-Frappier Boulevard, Suite 300

Laval, Qubec

H7V 4B4

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

  Form 20-F              Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

 

 

 

 

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INCORPORATION BY REFERENCE

This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-10 (Registration No. 333-234652) of Liminal BioSciences Inc. (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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EXHIBIT LIST

 

Exhibit		Description
99.1		Share Purchase Agreement, dated November 3, 2019, by and between Liminal BioSciences Inc. and Gamma Biosciences GP LLC.
99.2		Material Change Report, dated November 13, 2019.
99.3		New release, dated November 4, 2019.
99.4		New release, dated November 11, 2019.
99.5		First Amendment to the Consolidated Loan Agreement between Structured Alpha LP, Liminal Biosciences Inc., Prometic BioTherapeutics Inc., Liminal R&D Biosciences Inc., Prometic Bioproduction Inc., NantPro Biosciences, LLC, Prometic Plasma Resources Inc., Liminal Biosciences Holdings Limited, Liminal Biosciences Limited, Prometic Biotherapeutics Ltd, Telesta Therapeutics Inc. and Prometic Plasma Resources (USA) Inc., dated as of November 11, 2019.
99.6		Material Change Report, dated November 15, 2019.

 

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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, thereunto duly authorized.

 

				Liminal BioSciences Inc.
Date: November 15, 2019				By:		/s/ Kenneth Galbraith
						Name Kenneth Galbraith
						Title: Chief Executive Officer

 

d834506dex991.htm  EX-99.1

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ENT> EX-99.1 2 d834506dex991.htm EX-99.1

EX-99.1

Exhibit 99.1

GAMMA BIOSCIENCES GP LLC

(as the Purchaser)

and

LIMINAL BIOSCIENCES INC.

(as the Vendor)

SHARE PURCHASE AGREEMENT

November 3, 2019

 

 

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TABLE OF CONTENTS

 

ARTICLE 1 INTERPRETATION					1
1.1		Defined Terms			1
1.2		Other Defined Terms			15
1.3		Headings, etc.			17
1.4		Currency			17
1.5		Certain Terms and References			18
1.6		Knowledge			18
1.7		Statutory References			18
1.8		Business Days			18
1.9		Incorporation of Schedules and Exhibits			18
ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE					18
2.1		Purchase and Sale			18
2.2		Delivery of Estimated Adjustment Statement			19
2.3		Purchase Price			19
2.4		Calculation of the Initial Purchase Price			19
2.5		Closing Payments and Actions			19
2.6		Determination and Payment of Final Adjustment Amount			20
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR					23
3.1		Representations and Warranties of the Vendor as to Itself			23
3.2		Representations and Warranties of the Vendor as to the Acquired Companies			24
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER					25
4.1		Representations and Warranties of the Purchaser			25
ARTICLE 5 PRE-CLOSING COVENANTS					26
5.1		Conduct of Business Before Closing			26
5.2		Access for Due Diligence			26
5.3		Exclusive Dealing			27
5.4		Contact with Customers, Suppliers, Employees or Other Business Relations			27
5.5		Release of Guarantees			27
5.6		Confidentiality			27
5.7		Satisfaction of Conditions			28
5.8		Financing			28
ARTICLE 6 CLOSING DELIVERIES					29
6.1		Date, Time and Place of Closing			29
6.2		Vendor’s Closing Deliveries			29
6.3		Purchaser Closing Deliveries			30
ARTICLE 7 CONDITIONS OF CLOSING					31
7.1		Conditions for the Benefit of the Purchaser			31
7.2		Conditions for the Benefit of the Vendor			32
ARTICLE 8 TAX HOLDBACK AMOUNT					32
ARTICLE 9 TERMINATION					35
9.1		Termination Rights			35
9.2		Effects of Termination			35
ARTICLE 10 POST-CLOSING COVENANTS					36

 

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10.1		Books and Records			36
10.2		Further Assurances			37
10.3		Tax Matters			37
10.4		R&W Policy			37
10.5		Director and Officer Indemnification			38
10.6		Vendor and Purchaser Releases			38
10.7		Change of Name			39
10.8		Confidentiality Agreements			39
10.9		Pre-Closing Insurance Claims			40
10.10		Equity Commitment Letter			40
ARTICLE 11 INDEMNIFICATION					41
11.1		Indemnification in Favour of the Purchaser Indemnified Persons			41
11.2		Indemnification in favour of the Vendor			41
11.3		Tax Matters			41
11.4		Time Limitations			42
11.5		Limitations on Indemnification			42
11.6		Notification			43
11.7		Direct Claims			43
11.8		Defense of Third Party Claim			44
11.9		Adjustment to Purchase Price			45
11.10		Other Remedies			45
ARTICLE 12 RESTRICTIVE COVENANT					45
12.1		Covenant			45
12.2		Limitations			46
ARTICLE 13 MISCELLANEOUS					46
13.1		Notices			46
13.2		Disclosure Schedules			47
13.3		Time of the Essence			48
13.4		Announcements			48
13.5		Third Party Beneficiaries			48
13.6		Expenses			48
13.7		Amendments			48
13.8		Waiver			48
13.9		Non-Merger			49
13.10		Entire Agreement			49
13.11		Successors and Assigns			49
13.12		Assignment			49
13.13		Severability			50
13.14		Governing Law			50
13.15		Retention of Counsel			50
13.16		Counterparts			50
13.17		Paramountcy			50

 

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Schedules

 

Schedule 1		Vendor Business Representations
Schedule 2		Interim Undertakings
Schedule 3		Tax Indemnity
Schedule 4		Deferred Payment

Exhibits

 

Exhibit “A”		Accounting Principles
Exhibit “B”		Form of Closing Balance Sheet and Adjustment Statement
Exhibit “C”		Disclosure Schedules
Exhibit “D”		Form of IP Licence
Exhibit “E”		Reorganization Plan
Exhibit “F”		Form of Transition Services Agreement

 

 

iii

 

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SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated November 3, 2019 among Gamma Biosciences GP LLC (the “Purchaser”) and Liminal BioSciences Inc. (the “Vendor”).

WHEREAS as of the date hereof, the Vendor owns 4,679,700 ordinary shares (the “Corporation Shares”) in the capital of Prometic Bioseparations Ltd., a private company limited by shares incorporated in the Isle of Man with registered number 034251C (the “Corporation”), representing the entire issued and outstanding share capital of the Corporation;

WHEREAS the Parties wish to enter into this Agreement pursuant to which, among other things, the Vendor will sell to the Purchaser, and the Purchaser will buy from the Vendor, all of the Purchased Shares, on and subject to the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows: