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): ~~March 11~~April 1, 2019

SYNERGY PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35268		33-0505269
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

420 Lexington Avenue, Suite 2012

New York, New York 10170

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 297-0020

(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 (see General Instruction A.2. below):

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 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 1.03 Bankruptcy or Receivership.

As previously ~~disclosed~~announced, on December 12, 2018, Synergy Pharmaceuticals Inc., a Delaware corporation (the “Company”) and its wholly-owned subsidiary, Synergy Advanced Pharmaceuticals, Inc., a Delaware corporation (“Synergy Advanced” and together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”). ~~The Debtors’ Chapter 11 Cases are jointly administered under the caption In re Synergy Pharmaceuticals Inc., et al., Case No. 18-14010.~~

On March 1113, 2019, following the ~~Debtors~~hearing ~~filed~~to ~~with~~approve the ~~Court (1) the~~ Third Amended Disclosure Statement for the Third Amended Joint Plan of Reorganization (the “Plan”) of Synergy Pharmaceuticals Inc. and ~~Its~~its Debtor Affiliate (asthe ~~amended,~~“Disclosure ~~modified~~Statement” orand ~~supplemented~~the hearing thereon, the “Disclosure Statement Hearing”), the Debtors, CRG Servicing LLC (“CRG”), the Official Committee of Unsecured Creditors (the “Creditors’ Committee”), and the Official Committee of Equity Security Holders (2the “Equity Committee”) entered into a stipulation resolving the ~~Third~~Equity ~~Amended~~Committee’s ~~Joint~~objections ~~Plan~~to the Debtors’ Motion for Entry of ~~Reorganization~~Order Approving Appointment and Compensation of ~~Synergy~~Independent ~~Pharmaceuticals~~Director ~~Inc.~~Nunc Pro Tunc to February 13, 2019 and ~~Its~~certain ~~Debtor~~of ~~Affiliate~~the Equity Committee’s objections to the Plan (asthe ~~amended,~~“Independent ~~modified~~Director orSettlement ~~supplemented~~Stipulation”). Under the Independent Director Settlement Stipulation, the ~~“Proposed~~Creditors’ Committee agreed to support the Plan) and the Equity Committee agreed not to object to specified provisions of the Plan.

OnFollowing ~~March 13, 2019,~~ the ~~Court entered an order approving the~~ Disclosure Statement ~~with~~Hearing, ~~respect to~~ the ~~Proposed~~Equity ~~Plan.~~Committee ~~Copies of the approved Disclosure Statement and the Proposed Plan, as~~ filed, ~~are~~notices attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. The Court also approved the related solicitation procedures and materials and authorized the Debtors to commence soliciting the votes of ~~the~~appeal ~~holders~~ of ~~claims entitled to vote to accept or reject~~ the ~~Proposed~~Order ~~Plan.~~Approving ~~The~~Settlement ~~Proposed~~of ~~Plan,~~Objections ~~which remains subject~~ to ~~Bankruptcy~~Prepetition ~~Court~~Secured ~~confirmation,~~Obligations ~~contemplates~~and ~~that~~Prepetition ~~the~~Liens ~~estimated Excess Sale Proceeds~~ (~~as defined in~~ the ~~Disclosure Statement) will be split on a 50~~“Make-50Whole ~~basis~~Settlement ~~between~~Order”) ~~the holders of allowed Term Loan Claims~~ and ~~holders of allowed General Unsecured Claims (each such term, as defined in~~ the ~~Proposed~~Final ~~Plan).~~Order ~~In addition, holders of General Unsecured Claims, Section 510~~(bI) ~~Claims~~Authorizing ~~(as defined in~~ the ~~Proposed~~Debtors ~~Plan) and equity interests in the Company will receive beneficial interests in a litigation trust~~ to beObtain ~~established~~Postpetition onFinancing, ~~the effective date of the Proposed Plan~~ (~~the “Litigation Trust”~~II). Authorizing On the ~~effective~~Debtors ~~date~~to ofUse ~~the~~Cash ~~Proposed Plan~~Collateral, ~~all avoidance actions and causes of action of the Debtors that are neither~~ (xIII) ~~acquired~~Granting byLiens ~~the~~and ~~Purchaser~~Providing orSuperpriority ~~otherwise~~Administrative ~~released~~Expense ~~pursuant~~Status, ~~to the Asset Purchase Agreement nor~~ (yIV) ~~released~~Granting ~~pursuant~~Adequate toProtection, ~~the Proposed Plan or the Final DIP Order will be vested in the Litigation Trust~~ (~~each such term as defined in the Disclosure Statement~~V). Modifying ~~Any recoveries from~~ the ~~causes~~Automatic ofStay, ~~action~~ and avoidance actions that vest in the Litigation Trust will be distributed pro rata to holders of General Unsecured Claims until such creditors are paid in full and thereafter will be distributed ratably between holders of Section 510(bVI) ~~Claims~~Granting ~~until~~Related paid in full and holders of equity interests in the Company. The current projected recoveries under the Proposed Plan are detailed in the Disclosure Statement. The Company recommends that holders of claims refer to the risk factors and qualifications included in the Proposed Plan and the Disclosure StatementRelief (collectively, ~~as applicable, with respect to~~ the ~~information contained therein~~“Appeals”). Information contained in the Proposed Plan and the Disclosure Statement is subject to change, whether as a result of amendments to the Proposed Plan, requirements by the Bankruptcy Court, actions of third parties, or otherwise.

~~The~~In ~~Debtors~~response ~~intend~~ to ~~proceed~~the ~~expeditiously~~Appeals, toCRG ~~commence~~filed, on March 15, 2019, the ~~mailing~~Motion of ~~ballots~~CRG ~~and~~Servicing ~~other~~LLC ~~solicitation~~for ~~materials~~an ~~(the~~Order, ~~“Solicitation~~Pursuant ~~Materials”)~~to ~~concerning~~11 ~~the~~U.S.C. ~~Proposed~~§ 105(a), (I) Enforcing Plan inSettlement ~~connection~~Stipulation, ~~with~~(II) Holding the ~~solicitation~~Official ofEquity ~~votes~~Committee toand ~~accept~~the orLaw ~~reject~~Firm ~~the~~of ~~Proposed~~Stevens & ~~Plan~~Lee, P.C. ~~Securityholders~~in ~~are~~Contempt ~~deemed~~of toCourt ~~reject~~and (III) Imposing Sanctions (the ~~Proposed~~“Enforcement ~~Plan,~~Motion”). ~~and~~CRG ~~therefore,~~asserts ~~are~~in ~~not~~the ~~entitled~~Enforcement toMotion ~~vote.~~that ~~There~~the ~~can~~Equity beCommittee’s nocommencement ~~assurance~~of ~~that~~the Appeals violates the ~~holders~~Independent ofDirector ~~claims~~Stipulation ~~entitled~~and toseeks ~~vote~~entry toof ~~accept~~an ororder ~~reject~~(a) compelling the ~~Proposed~~Equity ~~Plan~~Committee ~~will~~to ~~approve~~withdraw the ~~Proposed~~Appeals ~~Plan,~~and or(b) holding ~~that~~ the ~~Bankruptcy~~Equity ~~Court~~Committee ~~will~~and ~~confirm~~ the ~~Proposed~~counsel ~~Plan.~~representing ~~The~~the ~~Company~~Equity ~~intends~~Committee toin ~~emerge~~the ~~from~~Appeals ~~Chapter~~in 11contempt ~~when~~of ~~the~~court ~~Court~~for ~~enters~~having anallegedly ~~order~~violated ~~confirming~~ the ~~Proposed~~Independent ~~Plan~~Director ~~and~~Stipulation. ~~certain~~On ~~conditions~~March 18, to2019, the ~~effectiveness~~Creditors’ ofCommittee ~~the~~filed ~~Proposed~~a ~~Plan,~~limited asjoinder ~~stated~~to ~~therein,~~the ~~are~~Enforcement ~~satisfied~~Motion.

~~The~~Subsequent ~~Proposed~~to the filing of the Appeals and the Enforcement Motion, the Debtors, CRG, the Creditors’ Committee, and the Equity Committee entered into further negotiations concerning remaining issues in dispute among the parties in the Chapter 11 Cases. These negotiations have resulted in a final settlement (the “Equity Committee Settlement”) of several matters in dispute among the parties, including (a) all actual and potential objections of the Equity Committee to the previously filed Plan; (b) the Appeals and the ~~Disclosure~~Enforcement ~~Statement~~Motion; ~~are~~(c) the ~~available~~underlying onobjections ~~https://cases~~(to the extent that any remain) to the prepayment premium under the Company’s prepetition credit facility; and (d) certain matters relating to the retention and compensation of professional advisors to the Equity Committee.~~primeclerk~~ The Equity Committee Settlement contemplates, among other terms, that shareholders of the Company as of the date of confirmation of the Plan, will receive their pro rata share of a $1.~~com/Synergy~~375 million settlement payment (which will be paid from recoveries otherwise allocable to CRG). In comparison, shareholders are not estimated to receive any recovery under the previously filed Plan.

~~The~~To ~~Solicitation~~effectuate ~~Materials~~the ~~will~~Equity beCommittee ~~available~~Settlement, the Debtors filed, on ~~https://cases~~March 29, 2019, a Motion for Entry of an Order (i) Approving Settlement and (ii) Finding that the Proposed Modifications to the Proposed Plan do not Require Further Solicitation (the “Equity Committee Settlement Motion”), a copy of which is attached hereto as Exhibit 99.~~primeclerk~~1.~~com/Synergy.~~ ~~This~~The ~~Current~~Equity ~~Report~~Committee onSettlement ~~Form~~Motion seeks entry of an order of the Court (a) ~~8-K~~approving the Equity Committee Settlement; (b) finding that the Equity Committee Settlement has no impact on the deemed rejection of the Plan by Company’s shareholders, such that the Company is not ~~intended~~required to ~~be,~~solicit ~~nor~~shareholders’ ~~should~~votes iton bethe ~~construed~~Plan; as(c) finding that no holders of allowed general unsecured claims against the Company are materially or adversely affected by the Equity Committee Settlement and, aaccordingly, ~~solicitation~~that ~~for~~the aCompany ~~vote~~is not required to resolicit votes on the ~~Proposed~~Plan from holders of general unsecured claims; and (d) finding that notice of the Equity Committee Settlement Motion and the disclosure of the Equity Committee Settlement thereby satisfies any applicable and incremental requirements under 11 U.S.C. § 1125 with respect to the modified Plan.

~~Cautionary~~Appended ~~Information~~to ~~Regarding~~the ~~Trading~~Equity Committee Settlement Motion is the Debtors’ proposed Fourth Amended Joint Plan of Reorganization of Synergy Pharmaceuticals Inc. and its Debtor Affiliate (the “Fourth Amended Plan”). The Fourth Amended Plan reflects certain amendments to the previously filed Plan necessary to effectuate the Equity Committee Settlement. A copy of the proposed Fourth Amended Plan is also attached hereto as Exhibit 99.2. Pursuant to the Equity Committee Settlement Motion, the Debtors seek an order of the Court deeming the previously filed Plan modified by the Fourth Amended Plan; however, in the ~~Company~~event the Court does not grant the relief requested in the Equity Committee Settlement Motion, (a) the Debtors reserve their right to seek confirmation of the previously filed Plan and (b) the Equity Committee Settlement will not be enforceable and the rights of the settling parties prior to the execution of the Equity Committee Settlement shall be preserved. In addition, the Fourth Amended Plan remains subject to acceptance by certain of the Debtors’s ~~Securities~~creditors (as and to the extent required under the Bankruptcy Code) and confirmation by the Court.

~~The~~A ~~Company’s~~hearing ~~securityholders~~on ~~are~~the ~~cautioned~~Equity ~~that~~Committee ~~trading~~Settlement Motion is scheduled for 11:00 a.m. (prevailing Eastern Time) on April 9, 2019, before the Court at One Bowling Green, Courtroom 601, New York, New York. Responses and objections to the Equity Committee Settlement Motion must be made in writing and properly filed and served, in accordance with the ~~Company’s~~directions ~~securities~~set ~~during~~forth in the ~~pendency~~notice of the Equity Committee Settlement Motion filed in the Chapter 11 Cases isas ~~highly~~docket ~~speculative~~entry ~~and~~615, ~~poses~~so ~~substantial~~as ~~risks~~to be received on or before 4:00 p.m. (prevailing ~~Trading~~Eastern ~~prices~~Time) ~~for~~on ~~the~~April 5, ~~Company’s~~2019. ~~securities~~All ~~may~~security ~~bear~~holders ~~little~~of orthe noCompany ~~relationship~~are urged to review the ~~actual~~Equity ~~recovery,~~Committee ifSettlement ~~any,~~Motion byand ~~holders~~the ~~thereof~~Fourth inAmended ~~the~~Plan ~~Company’s~~carefully ~~Chapter~~in 11their entireties.

2Cautionary Information Regarding Trading in the Company’s Securities.

~~Cases~~The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Filings is highly speculative and poses substantial risks. ~~Accordingly,~~Trading prices for the Company’s ~~urges~~securities ~~extreme~~may ~~caution~~bear ~~with~~little ~~respect~~or no relationship to ~~existing~~the ~~and~~actual ~~future~~recovery, ~~investments~~if any, by holders thereof in ~~its~~the ~~securities.~~Company’s Chapter 11

A plan of reorganization or liquidation may result in holders of the Company’s capital stock receiving no distribution on account of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company’s equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan.2

~~Cautionary~~Filings. ~~Note~~Accordingly, ~~Regarding~~the ~~Forward-Looking~~Company ~~Statements~~urges extreme caution with respect to existing and future investments in its securities.

~~This~~A ~~Current~~plan ~~Report~~of onreorganization ~~Form 8-K~~or ~~contains~~liquidation ~~forward-looking~~may ~~statements,~~result ~~which~~in ~~are based on our current expectations, estimates, and projections about~~ the ~~businesses and prospects of the~~ Company ~~and its subsidiaries (“we” or “us”), as well as management~~’s ~~beliefs,~~stockholders ~~and~~receiving ~~certain~~no ~~assumptions~~distribution ~~made~~on byaccount ~~management.~~of ~~Words~~their ~~such~~interests ~~as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will”~~ and ~~variations~~cancellation of ~~these~~their ~~words~~existing ~~are intended to identify forward-looking statements~~stock. ~~Such~~If ~~statements~~certain ~~speak~~requirements ~~only as~~ of the ~~date~~Bankruptcy ~~hereof~~Code ~~and~~ are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risksmet, ~~uncertainties,~~a ~~and assumptions that are difficult to predict. Forward-looking statements discuss, among other matters: the potential adverse impact of the~~ Chapter 11 ~~Cases~~plan oncan ~~the~~be ~~Company’s~~confirmed ~~liquidity~~notwithstanding ~~or results of operations, changes in the Company’s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company’s wind-down of~~ its ~~affairs,~~rejection ~~the~~by ~~outcome or timing of~~ the ~~Chapter 11 process, the effect of the Chapter 11 Cases or the sale transaction on the~~ Company’s ~~relationships~~equity ~~with~~securityholders ~~third parties, regulatory authorities~~ and ~~employees~~notwithstanding ~~in connection with~~ the ~~Company’s~~fact ~~wind-down of its affairs, proceedings~~ that ~~may~~such beequity ~~brought~~securityholders bydo ~~third~~not ~~parties~~receive ~~in connection with the Chapter 11 process, the ability of the Company to fund the wind-down of its affairs and the timing~~ or ~~amount~~retain of any ~~distributions~~property toon ~~the~~account ~~Company’s stakeholders, any statements or assumptions underlying any~~ of ~~the~~their ~~foregoing~~equity asinterests ~~well as those risks and uncertainties disclosed~~ under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 10, 2018, August 8, 2018 and November 9, 2018 and Form 10-K filed with the SEC on March 1, 2018, and similar disclosures in subsequent reports filed with the SECplan. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

~~Additional~~Cautionary ~~Information~~Note Regarding ~~the~~Forward-Looking ~~Chapter 11 Cases~~Statements

~~Information~~This Current Report on Form 8-K contains forward-looking statements, which are based on our current expectations, estimates, and projections about the ~~Chapter~~businesses 11and ~~process~~prospects of the Company and its subsidiaries (“we” or “us”), as well as ~~court~~management’s ~~filings~~beliefs, and ~~other~~certain ~~documents~~assumptions ~~related~~made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the ~~reorganization~~date ~~proceedings~~hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, isuncertainties, ~~available~~and ~~through~~assumptions that are difficult to predict. Forward-looking statements discuss, among other matters: the potential adverse impact of the Chapter 11 Cases on the Company’s ~~claims~~liquidity ~~agent,~~or ~~Prime~~results ~~Clerk~~of operations, atchanges ~~https://cases.primeclerk.com/Synergy~~in the Company’s ability to meet financial obligations during the Chapter 11 process or ~~855~~to maintain contracts that are critical to the Company’s wind-~~388-4579.~~down ~~Information~~of ~~contained~~its onaffairs, the outcome or timing of the Chapter 11 process, the effect of the Chapter 11 Cases on the Company’s relationships with third parties, regulatory authorities and employees in connection with the Company’s wind-down of its affairs, proceedings that ~~can~~may be ~~accessed~~brought ~~through~~by third parties in connection with the Chapter 11 process, ~~such~~the ~~web~~ability ~~site~~of the Company to fund the wind-down of its affairs and the timing or amount of any distributions to the ~~Court~~Company’s ~~web~~stakeholders, ~~site~~any isstatements or assumptions underlying any of the foregoing as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 10, 2018, August 8, 2018 and November 9, 2018 and Form 10-K filed with the SEC on March 1, 2018, and similar disclosures in subsequent reports filed with the SEC. Such statements are not ~~part~~guarantees of ~~this~~future ~~Current~~performance ~~Report~~and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Additional Information Regarding the Chapter 11 Cases

Information about the Chapter 11 process, as well as court filings and other documents related to the reorganization proceedings, is available through the Company’s claims agent, Prime Clerk, at https://cases.primeclerk.com/Synergy or 855-388-4579. Information contained on, or that can be accessed through, such web site or the Court’s web site is not part of this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		~~Third~~Debtors’ ~~Amended~~Motion ~~Disclosure~~for ~~Statement~~Entry ~~for~~of ~~the~~an ~~Third~~Order ~~Amended~~(i) ~~Joint~~Approving ~~Plan~~Settlement ofand ~~Reorganization~~(ii) ofFinding ~~Synergy~~that ~~Pharmaceuticals~~the ~~Inc.~~Proposed ~~and~~Modifications ~~Its~~to ~~Debtor~~the ~~Affiliate~~Proposed Plan do not Require Further Solicitation.
99.2		~~Third~~Fourth Amended Joint Plan ofOf Reorganization of Synergy Pharmaceuticals Inc. and ~~Its~~its Debtor Affiliate

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.

	SYNERGY PHARMACEUTICALS INC.
Dated: March 14, 2019	By:	/s/ Troy Hamilton
Dated: April 1, 2019	By:	/s/ Troy Hamilton
		Troy Hamilton Chief Executive Officer
		Troy Hamilton
		Chief Executive Officer

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