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): November 1318, 2020

LIQUIDIA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38601		20-1926605
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


419 Davis Drive, Suite 100, Morrisville, North Carolina		27560
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (919) 328-4400

N/A

(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):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	LQDA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x

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. x

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On November 1318, 2020 (the “Closing Date”), Liquidia Technologies, Inc., a Delaware corporation (“Liquidia Technologies”), completed the previously announced acquisition contemplated by the Agreement and Plan of Merger, dated as of June 29, 2019, as amended by a Limited Waiver and Modification to the Merger Agreement, dated as of August 3, 2020 (the “Merger Agreement”), by and among Liquidia Technologies, Liquidia Corporation (“Liquidia Corporation” and, together with Liquidia Corporation, “Liquidia”), RareGen, LLC, a Delaware limited liability company (“RareGen”), Gemini Merger Sub I, Inc., a Delaware corporation (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability company (“RareGen Merger Sub”), and PBM RG Holdings, LLC, a Delaware limited liability company, as Members’ Representative. Pursuant to the Merger Agreement, Liquidia Merger Sub, a wholly owned subsidiary of Liquidia Corporation, merged with and into Liquidia Technologies (the “~~Company~~Liquidia Technologies Merger”), ~~held~~and RareGen Merger Sub, a ~~special~~wholly ~~meeting~~owned subsidiary of ~~stockholders~~Liquidia Corporation, merged with and into RareGen (the “~~Special~~RareGen ~~Meeting~~Merger” and, together with the Liquidia Technologies Merger, the “Merger Transaction”). AtUpon consummation of the ~~Special Meeting~~Merger Transaction, the ~~following~~separate ~~matters~~corporate ~~were~~existences ~~submitted~~of toLiquidia aMerger ~~vote~~Sub and RareGen Merger Sub ceased and Liquidia Technologies and RareGen continue as wholly owned subsidiaries of ~~stockholders:~~Liquidia Corporation.

~~1. The approval of the Agreement and Plan of Merger, dated as of June 29, 2020, among the Company, RareGen, LLC (“RareGen”),~~ Liquidia ~~Corporation~~Technologies ~~(“HoldCo”), Gemini~~ Merger Sub I, Inc. (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC and PBM RG Holdings, LLC (the “Merger Agreement”), pursuant to which the Company and RareGen will each become a subsidiary of HoldCo, and each share of Company common stock, $0.001 par value per share (“Company Common Stock”), will be automatically converted into one share of HoldCo common stock, $0.001 par value per share (the “Merger Transaction”), and to approve the merger of Liquidia Merger Sub with and into the Company (the “Liquidia Merger”); 2. The approval of the Liquidia Corporation 2020 Long-Term Incentive Plan (the “2020 LTIP”), effective upon completion of the Merger Transaction; 3. The approval of the Liquidia Corporation 2020 Employee Stock Purchase Plan (the “2020 ESPP”), effective upon completion of the Merger Transaction; 4. The ratification of the appointment of PricewaterhouseCoopers LLP as HoldCo’s independent registered public accounting firm for the year ending December 31, 2020; and 5. The approval of the grant of discretionary authority to the board of directors of the Company (the “Company Board”) to adjourn or postpone the Special Meeting to a later date, if necessary, to solicit additional proxies if there are insufficient votes in favor of Proposals 1, 2, 3 or 4.

AtUpon completion of the ~~close~~Liquidia ofTechnologies ~~business~~Merger, oneach ~~September~~outstanding ~~14,~~share ~~2020~~of common stock, ~~the~~$0.001 ~~record~~par ~~date for~~value ~~the~~per ~~determination~~share, of ~~stockholders~~Liquidia ~~entitled~~Technologies (“Liquidia toTechnologies ~~vote~~Common atStock”), ~~the~~whether ~~Special~~certificated ~~Meeting~~or held in book-entry form, ~~there~~automatically ~~were~~converted 37into one share of Liquidia Corporation Common Stock,~~752,027~~ and such shares of ~~Company~~Liquidia Technologies Common Stock converted into Liquidia Corporation Common Stock were cancelled. In addition, (i) each outstanding option and ~~entitled~~warrant to ~~vote~~purchase atshares of Liquidia Technologies Common Stock was assumed by Liquidia Corporation and represents the ~~Special~~right ~~Meeting.~~to ~~The~~purchase ~~holders~~a oflike ~~33,925,968~~number of shares of ~~Company~~Liquidia Corporation Common Stock ~~were~~on ~~represented~~the same terms and conditions, including vesting and exercise price per share, then-applicable to such Liquidia ~~virtually~~Technologies option or warrant, as applicable, and (ii) each outstanding restricted stock unit to acquire shares of Liquidia Technologies Common Stock was assumed by ~~proxy~~Liquidia atCorporation and represents the ~~Special~~right ~~Meeting,~~to ~~constituting~~acquire a ~~quorum~~like number of shares of Liquidia Corporation Common Stock on the same terms and conditions, including vesting, then-applicable to such Liquidia Technologies restricted stock unit.

AtConsideration the Special Meeting, (i) the Merger Agreement and the Liquidia Merger were approved, (ii) the 2020 LTIP was approved, effective upon completion of the Merger Transaction, (iii) the 2020 ESPP was approved, effective upon completion of the Merger Transaction; and (iv) the appointment of HoldCo’s independent registered public accounting firm for the year ending December 31, 2020 was ratified. The closing of the Merger Transaction is expected to ~~occur~~ ~~on or about November 18, 2020, subject to the satisfaction of the closing conditions set forth in the Merger Agreement.~~RareGen

~~Proposal~~On Nothe Closing Date, RareGen members received an aggregate of 5,550,000 shares of Liquidia Corporation Common Stock. 1— ~~Approval~~Furthermore, on the Closing Date 616,666 shares of Liquidia Corporation Common Stock (the ~~Merger~~“Holdback Shares”) were withheld from RareGen members ~~Agreement~~to ~~and~~secure the indemnification obligations of RareGen members, as further described below. As previously disclosed, RareGen members are also entitled to receive up to an aggregate of 2,708,333 shares of Liquidia ~~Merger~~Corporation Common Stock (the “Net Sales Earnout Shares”), based on the amount of 2021 net sales of the first-to-file substitutable generic treprostinil injection for the treatment of patients with pulmonary arterial hypertension (PAH) in the United States, pursuant to that certain Promotion Agreement, dated as of August 1, 2018, as amended, between RareGen and Sandoz Inc.

The ~~vote~~Holdback ~~with~~Shares may ~~respect~~be reduced by: (i) the portion of the Holdback Shares, if any, used to satisfy the obligations of the RareGen members to the Liquidia indemnitees in accordance with Article 7 of the Merger Agreement; and (ii) the ~~Liquidia~~portion of the Holdback Shares, if any, to the extent reasonably necessary to serve as security for any unresolved or unsatisfied claims for losses incurred by an indemnified party (the “Reserve Shares”). The Holdback Shares remaining after giving effect to the reductions set forth in clauses (i) and (ii) in the immediately preceding sentence are referred to in the Merger ~~was~~Agreement as ~~follows:~~the “Remaining Holdback Shares.” The Remaining Holdback Shares shall be disbursed to Computershare Trust Company, N.A. (the “Exchange Agent”) for the benefit of the RareGen members, on March 31, 2022, and the Reserve Shares shall be disbursed to the Exchange Agent, for the benefit of the RareGen members upon the final resolution of any unresolved claim to which such Reserve Shares were subject.

For		Against		Abstain		Broker Non- Votes
26,672,751		1,544,435		242,280		5,466,502

Form S-4 and Merger Agreement

~~Proposal~~The issuance of shares of Liquidia Corporation Common Stock in connection with the Merger Transaction, as described above, was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 2333-240421), —filed by ~~Approval~~Liquidia Corporation with the Securities and Exchange Commission (the “SEC”) and declared effective on September 16, 2020 (the “Registration Statement”). The proxy statement/prospectus of Liquidia Technologies and Liquidia Corporation (the “Proxy Statement/Prospectus”) included in the Registration Statement, as supplemented on October 8, 2020 and November 5, 2020, contains additional information about the Merger Transaction and the related transactions. The description of Liquidia Corporation Common Stock set forth in the Proxy Statement/Prospectus is incorporated herein by reference. Additional information about the Merger Transaction is also contained in Current Reports on Form 8-K filed by Liquidia Technologies on January 27, 2020, ~~LTIP~~March 20, 2020, March 30, 2020, April 8, 2020, April 13, 2020, April 30, 2020, May 18, 2020, June 5, 2020, June 19, 2020, June 29, 2020, July 2, 2020, July 24, 2020, August 20, 2020, October 14, 2020, October 19, 2020 and November 2, 2020 and incorporated by reference into the Proxy Statement/Prospectus.

The ~~vote~~description of ~~with~~the ~~respect~~Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the ~~2020~~Merger Agreement, ~~LTIP~~a ~~was~~copy of which is filed as ~~follows~~Exhibit 2.1 and 2.2 hereto and is incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about Liquidia Corporation, Liquidia Technologies or RareGen, and should not be relied upon as disclosure about Liquidia Corporation, Liquidia Technologies or RareGen without consideration of the periodic and current reports and statements that Liquidia Corporation and Liquidia Technologies file with the SEC. The terms of the Merger Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Merger Agreement. In particular, the representations and warranties made by the parties to each other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact.

For		Against		Abstain		Broker Non- Votes
18,661,608		8,251,256		1,546,602		5,466,502

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~Prior Noto the Liquidia Merger, shares of Liquidia Corporation Common Stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the Nasdaq Capital Market (“Nasdaq”). ~~3 —~~ ~~Approval~~As a result of the Liquidia Merger, on November 18, 2020, Liquidia requested that Nasdaq withdraw the shares of Liquidia Technologies Common Stock from listing on Nasdaq and file a Form 25 with the SEC to report that the shares of Liquidia Technologies Common Stock are no longer listed on Nasdaq. The shares of Liquidia Technologies Common Stock are anticipated to be suspended from trading on Nasdaq prior to the open of trading on November 19, 2020. ~~ESPP~~Liquidia Technologies will file a Form 15 with the SEC to terminate the registration under Section 12(g) of the Exchange Act of the shares of Liquidia Technologies Common Stock and suspend the reporting obligations under Section 15(d) of the Exchange Act for the Liquidia Technologies Common Stock. The information set forth in Item 2.01 of this Form 8-K is incorporated by reference into this Item 3.01.

The ~~vote~~Liquidia ~~with~~Corporation Common ~~respect~~Stock tois expected be listed on Nasdaq under the symbol “LQDA” on November 19, 2020 ~~ESPP~~following ~~was~~the asremoval ~~follows:~~from listing of Liquidia Technologies Common Stock by the Nasdaq Stock Market LLC.

For		Against		Abstain		Broker Non- Votes
24,792,197		2,696,752		970,517		5,466,502

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Proposal~~As ~~No. 4 —~~previously ~~Ratification~~disclosed, pursuant to the Merger Agreement, on the Closing Date, Dr. Ralph Snyderman resigned as a Class I director and as the Chair of the ~~Appointment~~Nominating and Corporate Governance Committee of ~~Independent~~Liquidia ~~Registered~~Corporation ~~Public~~and ~~Accounting~~Liquidia ~~Firm~~Technologies. No disagreement with Liquidia caused, in whole or in part, Dr. Snyderman’s resignation.

~~The~~Item ~~vote~~5.03 ~~with~~Amendments ~~respect~~ to ~~the~~Articles ~~ratification~~ of ~~the~~Incorporation ~~appointment of~~or ~~PricewaterhouseCoopers~~Bylaws; ~~LLP~~Change asin ~~HoldCo’s~~Fiscal ~~independent registered public accounting firm for the year ending December 31, 2020 was as follows:~~Year.

For		Against		Abstain
32,868,858		90,457		966,653

In connection with the completion of the Liquidia Merger and pursuant to the Merger Agreement, on November 18, 2020, upon the effective time of the Liquidia Merger, Liquidia Technologies’ Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws were each amended and restated in their entirety to contain the provisions set forth in the Certificate of Incorporation and Bylaws of Liquidia Merger Sub, each as in effect prior to the Closing Date, except that the name of the corporation shall be “Liquidia Technologies, Inc.” Copies of Liquidia Technologies’ Eleventh Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01

Other Events.

On ~~November~~the ~~16,~~Closing ~~2020~~Date, ~~the~~Liquidia ~~Company~~ Technologies issued a press release ~~announcing that~~in ~~its~~connection ~~stockholders~~with ~~have approved~~ the ~~Merger~~completion ~~Agreement~~of ~~and~~ the ~~Liquidia~~ Merger, ~~in addition to the other proposals described above~~Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference ~~herein~~into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits.

(d)

Exhibit No.		Exhibit

2.1		Agreement and Plan of Merger, dated as of June 29, 2020, by and among Liquidia Technologies, Inc., RareGen, LLC, Liquidia Corporation, Gemini Merger Sub I, Inc., Gemini Merger Sub II, LLC and PBM RG Holdings, LLC (incorporated herein by reference to Exhibit 2.1 to Liquidia Corporation’s Registration Statement on Form S-4, filed with the SEC on August 5, 2020).

2.2		Limited Waiver and Modification to Agreement and Plan of Merger, dated as of August 3, 2020, by and among Liquidia Technologies, Inc., RareGen, LLC, Liquidia Corporation, Gemini Merger Sub I, Inc., Gemini Merger Sub II, LLC and PBM RG Holdings, LLC (incorporated herein by reference to Exhibit 2.2 to Liquidia Corporation’s Registration Statement on Form S-4, filed with the SEC on August 5, 2020).

3.1		Eleventh Amended and Restated Certificate of Incorporation of Liquidia Technologies, Inc.

3.2		Second Amended and Restated Bylaws of Liquidia Technologies, Inc.

99.1		Press Release of Liquidia Technologies, Inc.

104		Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

Exhibit No.		Exhibit
99.1		Press Release of Liquidia Technologies, Inc., dated November 16, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Statements Regarding Forward-Looking Statements

~~Cautionary~~This ~~Statements~~Current ~~Regarding~~Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking ~~Looking~~statements ~~Statements~~by their nature address matters that are, to different degrees, uncertain, such as statements related to the Merger Transaction or the anticipated benefits thereof, including, without limitation, future financial and operating results. The Company cautions readers that these and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to risks and uncertainties related to (i) the ability of Liquidia and RareGen to integrate their businesses successfully and to achieve anticipated cost savings and other synergies, (ii) the possibility that other anticipated benefits of the completed Merger Transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company’s operations, and the anticipated tax treatment, (iii) potential litigation relating to the completed Merger Transaction that has and could be instituted against Liquidia, RareGen or their respective officers or directors, (iv) possible disruptions from the completed Merger Transaction that could harm Liquidia’s or RareGen’s business, including current plans and operations, (v) the ability of Liquidia or RareGen to retain, attract and hire key personnel, (vi) potential adverse reactions or changes to relationships with employees, customers, suppliers, licensees, collaborators, business partners or other parties resulting from the completion of the Merger Transaction, (vii) continued availability of capital and financing and rating agency actions, (viii) legislative, regulatory and economic developments and (ix) unpredictability and severity of catastrophic events, including, but not limited to, global pandemics such as coronavirus, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the completed Merger Transaction, are more fully discussed in the proxy statement/prospectus in connection with the completed Merger Transaction, which was declared effective on September 16, 2020, as subsequently supplemented. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Liquidia’s or RareGen’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Liquidia nor RareGen assumes any obligation to provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the potential timing or consummation of the proposed Merger Transaction or the anticipated benefits thereof, including, without limitation, future financial and operating results. The Company cautions readers that these and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to risks and uncertainties related to (i) the risk that a condition to closing of the Merger Transaction may not be satisfied, (ii) the ability of the Company and RareGen to integrate their businesses successfully and to achieve anticipated cost savings and other synergies, (iii) the possibility that other anticipated benefits of the proposed Merger Transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company’s operations, and the anticipated tax treatment, (iv) potential litigation relating to the proposed Merger Transaction that has and could be instituted against the Company, RareGen or their respective officers or directors, (v) possible disruptions from the proposed Merger Transaction that could harm the Company’s or RareGen’s business, including current plans and operations, (vi) the ability of the Company or RareGen to retain, attract and hire key personnel, (vii) potential adverse reactions or changes to relationships with employees, customers, suppliers, licensees, collaborators, business partners or other parties resulting from the announcement or completion of the Merger Transaction, (viii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger Transaction that could affect the Company’s and/or RareGen’s financial performance, (ix) certain restrictions during the pendency of the Merger Transaction that may impact the Company’s or RareGen’s ability to pursue certain business opportunities or strategic transactions, (x) continued availability of capital and financing and rating agency actions, (xi) legislative, regulatory and economic developments and (xii) unpredictability and severity of catastrophic events, including, but not limited to, global pandemics such as coronavirus, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed Merger Transaction, as more fully discussed in the proxy statement/prospectus in connection with the proposed Merger Transaction which was declared effective on September 16, 2020, as subsequently supplemented. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s or RareGen’s consolidated financial condition, results of operations, credit rating or liquidity. Neither the Company nor RareGen assumes any obligation to provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information About the Transaction and Where to Find It

In connection with the proposed Merger Transaction, the Company and HoldCo have filed documents with the U.S. Securities and Exchange Corporation (the “SEC”), including the filing by HoldCo of a registration statement on Form S-4, which was declared effective on September 16, 2020, and a final proxy statement/prospectus (including the supplements thereto), and the Company mailed a proxy statement regarding the proposed Merger Transaction to its stockholders that also constitutes a prospectus of the Company. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document which the Company or Liquidia Corporation have filed with the SEC. Investors and security holders of the Company and RareGen are urged to read the registration statement, the proxy statement/prospectus and any other relevant documents, as well as any amendments or supplements to these documents, carefully and in their entirety because they will contain important information. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or by contacting the investor relations department of the Company at the following:

Liquidia Technologies, Inc. Jason Adair Investor Relations (919) 328-4350 Jason.adair@liquidia.com

Participants in the Solicitation

The Company, RareGen and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger Transaction and related matters. Information regarding the Company’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the Company’s Form 10-K for the year ended December 31, 2019 and its proxy statement filed on April 28, 2020, which are filed with the SEC. Additional information is available in the registration statement on Form S-4 and the proxy statement/prospectus (including the supplements thereto) related to the proposed Merger Transaction.

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.

November 16, 2020	Liquidia Technologies, Inc.
November 18, 2020	Liquidia Technologies, Inc.
	By:	/s/ Steven Bariahtaris
		Name:	Steven Bariahtaris
		Title:	Interim Chief Financial Officer

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