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~~April 2314, 2015

Dendreon Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-35546	22-3203193
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
601 Union Street, Suite 4900, Seattle, Washington		98101
(Address of Principal Executive Offices)		(Zip Code)

601 Union Street, Suite 4900,

Seattle, Washington

98101

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (206) 256-4545

Not applicable.

(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):

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))

Item 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

As previously announced, on November 10, 2014, Dendreon Corporation (the “Company”) and its wholly owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, 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 District of Delaware (the “Bankruptcy Court”).

AsOn November 9, 2014, as previously disclosed, in the ~~Company’s~~Debtors ~~periodic~~ and ~~annual~~(i) certain ~~reports~~holders ~~filed~~representing ~~with~~approximately ~~the~~47.8% ~~Securities~~ and (ii) certain ~~Exchange~~other ~~Commission~~holders representing approximately 35.9% (collectively, the “~~SEC~~Supporting Noteholders”) ~~pursuant~~of to the ~~Securities~~outstanding ~~Exchange~~principal ~~Act~~amount of ~~1934,~~the asCompany’s ~~amended~~2.875% Convertible Senior Notes due 2016 (the “~~Exchange~~2016 ~~Act~~Notes”) entered into two separate Plan Support Agreements, ~~the~~which ~~SEC~~were ~~has~~amended ~~been~~and ~~conducting~~restated aon ~~formal~~December 15, ~~investigation~~2015 (the “PSAs”). Under the terms of the ~~Company~~PSAs, ~~which~~ the ~~Company~~parties ~~believed~~agreed ~~related~~to work to ~~some~~effectuate a restructuring of the ~~same~~Debtors’ obligations ~~issues~~pursuant ~~raised~~to a stand-alone plan of reorganization in ~~certain~~ ~~prior~~Chapter ~~securities~~11 ~~and~~under ~~derivative~~which ~~actions~~holders ~~involving~~of the ~~Company~~2016 ~~previously~~Notes ~~disclosed~~would receive new shares of common stock in the reorganized Company’s, ~~Exchange~~subject ~~Act~~to ~~reports~~the outcome of the competitive process contemplated in the PSAs. On ~~March~~February 2319, 2015, the ~~Company~~Debtors, ~~received~~Valeant ~~written~~Pharmaceuticals ~~notice~~International, ~~from~~Inc. ~~the~~(“Valeant”) ~~SEC~~and ~~indicating~~Drone ~~that~~Acquisition Sub Inc., a wholly-owned direct subsidiary of Valeant (the ~~SEC~~“Purchaser”), ~~had~~entered ~~concluded~~into ~~its~~a second ~~investigation~~amended and restated acquisition agreement pursuant to which the Purchaser agreed to acquire substantially all of the ~~Company~~assets ~~and~~(including ~~that~~$80 million in cash of the ~~SEC~~Debtors) ~~did~~and ~~not~~certain ~~intend~~liabilities toof ~~recommend~~the Debtors (the “Sale Transaction”) for an ~~enforcement~~aggregate ~~action~~purchase byprice of $495 million. On February 23, 2015, the ~~SEC~~Company completed the Sale Transaction.

~~Cautionary~~On ~~Statements~~March 10, 2015, ~~Regarding~~as previously disclosed, the Debtors filed with the Bankruptcy Court (1) a proposed plan of liquidation for the resolution of the outstanding claims against and interests in the Debtors pursuant to section 1121(a) of the Bankruptcy Code ~~Chapter~~and 11(2) a ~~Cases~~related proposed disclosure statement.

~~The~~On ~~Company’s~~April 14, ~~securityholders~~2015, ~~are~~the ~~cautioned~~Bankruptcy ~~that~~Court ~~trading~~entered inan order (the “Order”) ~~Company’s~~approving ~~securities~~a ~~during~~modified ~~the pendency~~version of the ~~Chapter~~previously 11filed ~~Cases~~disclosure ~~will~~statement be(the ~~highly~~“Disclosure ~~speculative~~Statement”), ~~and~~a ~~will~~copy ~~pose~~of ~~substantial~~which ~~risks~~is attached hereto as Exhibit 99.1. ~~Trading~~A ~~prices~~modified ~~for~~version of the ~~Company’s~~previously ~~securities~~filed proposed plan of liquidation (as may ~~bear~~be ~~little~~amended, modified or nosupplemented ~~relationship~~from time to time, the ~~actual~~“Proposed ~~recovery~~Plan”), ifa ~~any,~~copy byof ~~holders~~which ~~thereof~~is inattached hereto as Exhibit 99.2, was filed with the ~~Company’s Chapter~~Bankruptcy 11Court ~~Cases~~as an exhibit to the Disclosure Statement. ~~Accordingly~~The Order, a ~~the~~copy ~~Company~~of ~~urges~~which ~~extreme~~is ~~caution~~attached ~~with~~hereto ~~respect~~as toExhibit ~~existing~~99.3, also authorized the offer and ~~future~~sale ~~investments~~of inValeant ~~its~~shares exempt from registration under securities. ~~The~~laws pursuant to Section 1145 of the Bankruptcy ~~Court~~Code ~~has~~and ~~entered~~pursuant anto ~~order~~the ~~that~~safe ~~places~~harbor ~~limitations~~contained in Section 1125(e) of the Bankruptcy Code, scheduled the hearing on ~~trading~~the inconfirmation of the ~~Company’s~~Proposed ~~common~~Plan ~~stock~~to occur on June 2, ~~including~~ ~~options~~2015, established deadlines and ~~certain~~procedures ~~other~~for ~~rights~~filing objections to ~~acquire~~confirmation ~~common~~of ~~stock~~the Proposed Plan, established deadlines and ~~certain~~procedures ~~instruments~~for ~~convertible~~voting ~~into~~on ~~common~~the ~~stock~~Proposed Plan, ~~during~~approved solicitation procedures with respect to the ~~pendency~~Proposed Plan, established procedures for tabulation of votes with respect to the ~~bankruptcy~~Proposed ~~proceedings~~Plan and granted related relief.

~~The~~Information ~~proposed~~contained ~~plan~~in ofthe ~~liquidation~~Proposed ~~filed~~Plan byis ~~the~~subject ~~Debtors~~to ~~with~~change, whether as a result of amendments to the ~~Bankruptcy~~Proposed ~~Court~~Plan, onthird-party ~~March 10~~actions, or ~~2015~~otherwise. ~~contemplates~~The ~~that~~Proposed ~~the~~Plan ~~holders~~is subject to acceptance by certain of the ~~Company~~ Debtors’s ~~capital~~creditors ~~stock~~(as ~~will~~and ~~receive~~to nothe ~~distribution~~extent onrequired ~~account~~under ofthe ~~their~~Bankruptcy ~~interests~~Code) and ~~cancellation~~confirmation ofby ~~their~~the ~~existing~~Bankruptcy ~~stock~~Court. IfThe ~~certain~~Supporting ~~requirements~~Noteholders ofhave ~~the~~agreed ~~Bankruptcy~~to support ~~Code~~the ~~are~~Proposed ~~met~~Plan, asubject ~~Chapter~~to 11the ~~plan~~terms and conditions of their respective PSAs, however, there can be ~~confirmed~~no ~~notwithstanding~~assurances ~~its rejection~~that byother ~~the~~creditors ~~Company’s~~of ~~equity~~the ~~securityholders~~Debtors ~~and~~will ~~notwithstanding~~accept the ~~fact~~Proposed Plan, or that ~~such~~the ~~equity~~Bankruptcy ~~securityholders~~Court dowill ~~not~~confirm ~~receive~~the orProposed Plan. ~~retain~~This ~~any~~Current ~~property~~Report on ~~account~~Form 8-K ofis ~~their~~not ~~equity~~intended ~~interests~~to ~~under~~be, nor should it be construed as, a solicitation for a vote on the ~~plan~~Proposed Plan.

Cautionary ~~Statement~~Statements Regarding ~~Forward-Looking~~the ~~Statements~~Chapter 11 Cases

~~Certain~~The ~~information~~Company’s insecurityholders this Current Report on Form 8-K (this “Current Report”) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are ~~not~~cautioned ~~statements of historical fact, including estimates, projections, future trends and the outcome of events~~ that ~~have~~trading ~~not yet occurred referenced~~ in ~~this~~the ~~Current~~Company’s ~~Report~~securities ~~should~~during be considered forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions are often used to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the ~~potential~~pendency ~~adverse impact~~ of the Chapter 11 Cases ~~on the Company’s liquidity or results of~~ ~~operations,~~will ~~changes~~be inhighly ~~the~~speculative ~~Company’s~~and ~~ability~~will topose ~~meet~~substantial ~~financial~~risks. ~~obligations~~Trading ~~during~~prices ~~the~~for ~~Chapter 11 process or to maintain contracts that are critical to~~ the Company’s ~~wind-down~~securities ofmay ~~its~~bear ~~affairs,~~little ~~the outcome~~ or ~~timing~~no ofrelationship to the ~~Chapter~~actual ~~11 process~~recovery, ~~the~~ ~~effect~~if ~~of the Chapter 11 Cases or the recently completed asset sale transaction on the Company’s relationships with third parties~~any, ~~regulatory~~by ~~authorities~~holders ~~and~~thereof ~~employees~~ in ~~connection with~~ the Company’s ~~wind-down~~Chapter of11 ~~its~~Cases. ~~affairs~~Accordingly, ~~proceedings~~the ~~that~~Company ~~may~~urges beextreme ~~brought~~caution ~~by third parties in connection~~ with ~~the~~respect ~~Chapter~~to 11existing ~~process,~~and ~~the~~future ~~ability~~investments ofin ~~the~~its ~~Company~~securities. toThe ~~fund~~Bankruptcy ~~the~~Court ~~wind-down~~has ofentered ~~its~~an ~~affairs~~order ~~and~~that ~~the~~places ~~timing~~limitations oron ~~amount~~trading ofin ~~any distributions to~~ the Company’s ~~stakeholders.~~common ~~For~~stock, ~~a discussion~~including ofoptions ~~some of the additional risks~~ and ~~important~~certain ~~factors~~other rights ~~that~~to ~~the~~acquire ~~Company~~common ~~believes~~stock, ~~could~~and ~~cause~~certain ~~actual~~instruments ~~results~~convertible orinto ~~events~~common ~~to differ from the forward-looking statements that it makes~~stock, ~~see~~during the ~~sections~~pendency ~~entitled “Risk Factors” and “Management’s Discussion and Analysis~~ of ~~Financial~~the ~~Condition~~bankruptcy ~~and~~proceedings. ~~Results of Operations” in~~

~~the~~The ~~Company’s~~Proposed ~~Quarterly~~Plan ~~Report~~contemplates onthat ~~Form~~the ~~10-Q~~holders ~~for~~of the ~~quarter~~Company’s ~~ended~~capital ~~September 30,~~stock ~~2014.~~will Inreceive no ~~addition,~~distribution ~~new~~on ~~risks~~account ~~and~~of ~~uncertainties~~their ~~emerge~~interests ~~from~~and ~~time~~cancellation toof ~~time,~~their ~~and~~existing itstock. If iscertain ~~not~~requirements ~~possible~~of ~~for~~ the ~~Company~~ toBankruptcy ~~predict~~Code orare ~~assess~~met, ~~the~~a ~~impact~~Chapter of11 ~~every~~plan ~~factor~~can ~~that~~be ~~may~~confirmed ~~cause~~notwithstanding its ~~actual~~rejection ~~results~~by orthe ~~events~~Company’s toequity securityholders ~~differ~~and ~~from~~notwithstanding ~~those~~the ~~contained~~fact inthat ~~any~~such ~~forward-looking~~equity ~~statements.~~securityholders ~~Accordingly,~~do ~~you should~~ not ~~place~~receive ~~undue~~or ~~reliance~~retain on any ~~forward-looking~~property ~~statements contained~~on inaccount ~~this~~of ~~Current~~their ~~Report.~~equity ~~Any~~interests ~~forward-looking~~under ~~statements speak only as of~~ the ~~date of this Current Report~~plan. ~~The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.~~

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

~~Information~~Certain ~~about~~information in this Current Report on Form 8-K and the ~~Chapter~~exhibits 11attached ~~process~~hereto (collectively, asthis ~~well~~“Current Report”) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that are not statements of historical fact, including estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Words such as ~~court~~“anticipate,” ~~filings~~“estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and ~~other~~similar ~~documents~~expressions ~~related~~are often used to ~~the~~identify forward-looking ~~reorganization~~statements. ~~proceedings~~Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, isincluding, ~~available~~among others, the potential adverse impact of the Chapter 11 Cases on ~~through~~the Company’s liquidity or results of operations, changes in the Company’s ~~claims~~ability ~~agent~~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, ~~Prime~~the outcome ~~Clerk~~or timing of the Chapter 11 process, atthe ~~https://cases.primeclerk.com/dendreon~~effect of the Chapter 11 Cases or ~~844-794-3479.~~the ~~Information~~Sale ~~contained~~Transaction on the Company’s relationships with third parties, orregulatory 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 ~~Bankruptcy~~Company’s stakeholders. ~~Court~~For a discussion of some of the additional risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled “Risk Factors” and “Management’s ~~web~~Discussion ~~site~~and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. In addition, new risks and uncertainties emerge from time to time, and it is not ~~part~~possible for the Company to predict or assess the impact of ~~this~~every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

2Limitation on Incorporation by Reference

~~SIGNATURES~~In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) of this Current Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Current Report will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

~~Pursuant~~Additional toInformation ~~the~~Regarding ~~requirements of~~ the ~~Securities~~Chapter ~~Exchange~~11 ~~Act~~Cases ~~of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

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/dendreon or 844-794-3479. Information contained on, or that can be accessed through, such web site or the Bankruptcy Court’s web site is not part of this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


99.1		Disclosure Statement with Respect to Proposed Plan of Liquidation of Dendreon Corporation, et al., dated April 16, 2015
99.2		Proposed Plan of Liquidation of Dendreon Corporation, et al., dated April 16, 2015
99.3		Order entered by the Bankruptcy Court on April 14, 2015

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.


	DENDREON CORPORATION

Date: April 17, 2015	By:	/s/ Robert L. Crotty
		Name:	Robert L. Crotty
		Title:	President, General Counsel and Secretary

INDEX TO EXHIBITS


Exhibit No.		Description

99.1		Disclosure Statement with Respect to Proposed Plan of Liquidation of Dendreon Corporation, dated April 16, 2015
99.2		Proposed Plan of Liquidation of Dendreon Corporation, et al., dated April 16, 2015
99.3		Order entered by the Bankruptcy Court on April 14, 2015

DENDREON CORPORATION

Date: April 8, 2015

/s/ Robert L. Crotty

Name: Robert L. Crotty

Title: President, General Counsel and Secretary

Filing Compare · DENDREON CORP