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): ~~December~~January 615, ~~2018~~2019

ARALEZ PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		001-37691		98-1283375
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7100 West Credit Avenue, Suite 101, Mississauga, Ontario, Canada		L5N 0E4
c/o Prime Clerk LLC, P.O. Box 329003, Brooklyn, New York (mailing address for purposes of bankruptcy proceedings)		11232
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~905~~844) ~~876~~384-~~1118~~4450

~~Not~~7100 ~~Applicable~~West Credit Avenue, Suite 101, Mississauga, Ontario, Canada L5N 0E4

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

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. o

Item 15.0102 ~~Entry~~- ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement.~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~On December 6, 2018, Aralez Pharmaceuticals Canada Inc.~~ (~~“Aralez Canada”~~b), In aconnection ~~subsidiary~~with of Aralez Pharmaceuticals Inc.’s (the “Company’s”), ~~and~~winding ~~the~~down ~~Company~~of ~~announced~~its ~~that~~operations ~~Aralez~~in ~~Canada~~connection ~~and the Company signed an Asset Purchase Agreement~~ with ~~Intercept Pharmaceuticals, Inc. (“Intercept”) pursuant to which Aralez Canada has agreed, among other things, to assign to Intercept~~ its ~~license~~bankruptcy ~~to develop bezafibrate products within the United States of America~~proceedings, ~~to assign to Intercept certain regulatory documentation related to~~ the ~~development~~employment ofby ~~bezafibrate~~Company ~~products in the United States~~ of ~~America and to non-exclusively license to Intercept certain of its intellectual property for~~ the ~~development~~following ~~and~~individuals ~~sale~~was ~~of bezafibrate products in the United States of America. Closing of the transaction is subject to the satisfaction~~ or ~~waiver~~will ofbe ~~customary conditions~~ceased, ~~including~~effective ~~approval~~as of the ~~transaction~~dates bynoted ~~the Superior Court of Ontario (Commercial List).~~below:

~~The~~· Adrian ~~foregoing~~Adams, isChief ~~only~~Executive aOfficer ~~brief description of the terms of the agreement. Please refer to the Company’s filings under the Companies’ Creditors Arrangement Act~~ (~~Canada)~~January 31, ~~for the text of the agreement.~~2019)

2· Andrew Koven, President and Chief Business Officer (January 31, 2019)

~~SIGNATURE~~· Jennifer Armstrong, Executive Vice President, Human Resources and Administration (January 31, 2019)

~~Pursuant~~· Michael toKaseta, ~~the~~Chief ~~requirements~~Financial ofOfficer ~~the Securities Exchange Act of 1934~~(January 18, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2019)

Date: December 12, 2018	ARALEZ PHARMACEUTICALS INC.
	By:	/s/ Michael Kaseta
	Name:	Michael Kaseta
	Title:	Chief Financial Officer

Mr. Adams will continue as a member of the Board of Directors of the Company.

3(c)

Effective as of January 18, 2019, Sanjay Subramanian, 43, the Company’s current Treasurer, will assume the role of Chief Financial Officer. Prior to joining the company, Mr. Subramanian was the Director of Treasury at Bausch Health Companies. Mr. Subramanian started his finance career at General Motors Co. where he held various positions before leaving as the Treasurer of GM Korea.

Effective as of January 31, 2019, Christopher Freeland, 40, the Company’s current General Counsel, will also assume the role of Chief Operating Officer. Prior to being appointed as the Company’s General Counsel, Mr. Freeland was the Company’s Associate General Counsel. Prior to joining the Company, Mr. Freeland was an Associate General Counsel at American International Group. Mr. Freeland started his legal career as a corporate associate at Willkie Farr & Gallagher LLP.

SIGNATURE

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.

Date: January 18, 2019	ARALEZ PHARMACEUTICALS INC.

	By:	/s/ Christopher Freeland
		Christopher Freeland
		General Counsel

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