Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
June 28 2023 - 2:42PM
Edgar (US Regulatory)
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 June 2023
Commission File Number: 001-39034
BELLUS HEALTH INC.
(Translation of registrant’s name
into English)
275 Armand-Frappier Blvd.
Laval, Québec
H7V 4A7
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
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): ¨
DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K
Material Change Report dated June 28, 2023.
Exhibits
99.1 – Material Change Report dated June 28, 2023.
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.
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BELLUS Health Inc. |
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(Registrant) |
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|
| Date: June 28, 2023 |
By: |
/s/ Jeremy Martin |
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Name: |
Jeremy Martin |
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|
Title: |
Director |
Exhibit 99.1
form 51-102F3
MATERIAL CHANGE
REPORT
Section 7.1 of National Instrument 51-102
Continuous Disclosure Obligations
| Item | 1:
Name and Address of Company |
BELLUS Health Inc. (“BELLUS Health”)
275 Blvd. Armand-Frappier
Laval (Québec)
H7V 4A7
| Item | 2:
Date of Material Change |
June 28, 2023
On Wednesday, June 28,
2023, a news release relating to the material change referred to herein was disseminated via CNW Telbec and subsequently filed on the
System for Electronic Document Analysis and Retrieval (“SEDAR”) and the Electronic Data Gathering, Analysis and Retrieval
system (“EDGAR”) under BELLUS Health’s issuer profile on www.sedar.com and www.sec.gov.
| Item | 4:
Summary of Material Change |
On June 28, 2023, BELLUS Health completed
the previously announced plan of arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement”)
with 14934792 Canada Inc. (the “Purchaser”), a wholly-owned subsidiary of GSK plc (“GSK”), pursuant
to which the Purchaser acquired all of the issued and outstanding common shares of BELLUS Health (the “Common Shares”)
for US$14.75 in cash per Common Share.
| Item | 5:
Full Description of Material Change |
Item 5.1: Full Description of Material
Change
On June 28, 2023, BELLUS Health completed
the Arrangement with the Purchaser pursuant to which the Purchaser acquired all of the issued and outstanding Common Shares for US$14.75
in cash per Common Share, pursuant to the terms of the arrangement agreement dated April 17, 2023 among BELLUS Health, the Purchaser and
GSK.
As a result of the completion of the
Arrangement, BELLUS Health and Bellus Health Cough Inc., a wholly-owned subsidiary of BELLUS Health, were amalgamated, carrying on
under the name of BELLUS Health Inc., and subsequently became a wholly-owned subsidiary of the Purchaser and an indirect
wholly-owned subsidiary of GSK.
The Common Shares will be de-listed from
the Toronto Stock Exchange on or about June 30, 2023 and from the Nasdaq Global Select Market on or about July 10, 2023. BELLUS Health
will apply to cease to be a reporting issuer under Canadian securities laws. BELLUS Health will also deregister the Common Shares under
the U.S. Securities Exchange Act of 1934, as amended.
Further details of the Arrangement are
set out in the management information circular of BELLUS Health dated May 16, 2023, which is available under BELLUS Health’s issuer
profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Item 5.2: Disclosure for Restructuring
Transactions
Not applicable.
| Item | 6:
Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item | 7:
Omitted Information |
None.
For further information, please contact:
Christopher W. Cummins
Vice President and Secretary
christopher.w.cummins@gsk.com
416-574-0602
June 28, 2023
Cautionary statement regarding forward-looking statements relating
to BELLUS Health
This material change report may include
“forward-looking statements” within the meaning of the applicable securities laws, including with respect to the
delisting of BELLUS Health’s Common Shares from the Toronto Stock Exchange and the Nasdaq Global Select Market, BELLUS
Health’s application to cease to be a reporting issuer under Canadian securities laws and the deregistration of the Common
Shares under the U.S. Securities Exchange Act of 1934, as amended. Readers are urged to consider statements labelled with the terms
“believes,” “belief,” “expects,” “intends,” “anticipates,”
“will,” or “plans” to be uncertain and forward-looking. Each forward-looking statement contained in this
material change report is based on the current expectations of management and is subject to known and unknown risks and
uncertainties and other unknown factors that could cause actual results to differ materially from historical results and those
expressed or implied by such statement. Investors are encouraged to read BELLUS Health’s filings available on the SEC website
at www.sec.gov and on the SEDAR website at www.sedar.com, for a discussion of such risks and uncertainties. BELLUS Health cautions
investors not to rely on the forward-looking statements contained in this material change report when making an investment decision
in their securities. The forward-looking statements in this material change report speak only as of the date of this material change
report and BELLUS Health undertakes no obligation to update or revise any of these statements, whether as a result of new
information, future events or otherwise, except as required by law.
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