Item 1.01   Entry into a Material Definitive Agreement.
Amendment No. 2 to the Purchase Agreement
On April 1, 2020, Valeritas Holdings, Inc. (the "Company") and certain of its
subsidiaries (together, the "Sellers") entered into Amendment No. 2 ("Amendment
No. 2") to that certain Asset Purchase Agreement, dated as of February 9, 2020,
as amended on March 17, 2020, by and among Zealand Pharma A/S, as stalking horse
bidder ("Zealand"), and the Sellers (the "Purchase Agreement"), pursuant to
which the Company agreed to sell substantially all of its assets to Zealand for
total consideration of (i) $23 million in cash and (ii) the assumption of
certain liabilities of the Debtors (the "Asset Sale"). Amendment No. 2 modifies
the Purchase Agreement to provide that one of the Company's bank accounts will
remain with the Company following closing of the Asset Sale so that the Company
can use the account for certain post-closing payments. The bank account will be
transferred to Zealand upon approval by the Bankruptcy Court (as defined below)
of a Plan of Liquidation.
The foregoing description of Amendment No. 2 is qualified in its entirety by
reference to the complete text thereof, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K, and is incorporated herein by reference.
Closing of the Asset Sale to Zealand Pharma A/S
As previously disclosed, on February 9, 2020, the Company filed a voluntary
petition for bankruptcy protection under Chapter 11 of Title 11 of the United
States Code. The filing was made in the United States Bankruptcy Court for the
District of Delaware (the "Court"), and is being jointly administered under the
caption In re Valeritas Holdings, Inc., et al., Case No. 20-10290 (the "Chapter
11 Proceedings"). The Asset Sale was subsequently approved by the Bankruptcy
Court on March 20, 2020.
On April 2, 2020, the Sellers closed the Asset Sale and transferred
substantially all of their assets to Zealand. As part of the sale, the Sellers
entered into a transition services agreement for the post-closing period through
the effective date of a Plan of Liquidation.
The Company cautions that trading in its securities during the pendency of the
Chapter 11 Proceedings is highly speculative and poses substantial risks.
Trading prices for the Company's securities may bear little or no relationship
to the actual recovery, if any, by holders of the Company's securities in the
Chapter 11 Proceedings. Based upon the current proceeds available from the asset
sale to Zealand, after payment to the Company's postpetition lenders and the
other secured lenders and the payment of other liabilities, there will not be
any proceeds available for distribution to the holders of the Company's common
stock. The Sellers are currently in discussions with their stakeholders to
develop and file with the Bankruptcy Court a Plan of Liquidation in the near
term. The Company anticipates that any such Plan of Liquidation will provide for
the cancellation of the Company's common stock.
Item 1.02   Termination of a Material Definitive Agreement.
The Company's Senior Secured Superpriority Priming Debtor-in-Possession Credit
Facility (the "DIP Facility"), by and among the Company, as borrower, the
Lenders (as defined therein) party thereto, and HB Fund LLC, as the "DIP
Lender," matured upon consummation of the Asset Sale. Effective as of the
Closing, all outstanding obligations under the DIP Facility were repaid, all
loan documents were terminated and all liens, guarantees and security interests
were released.
Item 1.03   Bankruptcy or Receivership.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 1.03 by reference.
Item 2.01   Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 2.01 by reference.
Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of closing of the Asset Sale, Katherine Crothall, Ph.D., Joseph
Mandato, D.M., Brian Roberts and John E. Timberlake resigned as members of the
Company's board of directors (the "Board"), with Peter Devlin continuing as the
sole

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director of the Board. Their resignations were not because of any disagreements with the Company on matters relating to its operations, policies and practices. In addition, effective as of closing, the following officers were terminated from their roles with the Company, in order to accept an offer of employment with Zealand: (i) Melanie Hansen, Interim Corporate Controller and principal accounting officer and (ii) Matthew Nguyen, Chief Commercial Officer. John E. Timberlake, Chief Executive Officer, principal executive officer and principal financial officer, and Geoffrey Jenkins, Executive Vice President, Manufacturing Operations and R&D, were terminated from their roles with the Company, effective as of the first business day following closing. In connection with closing, the Board appointed Mr. Devlin as President of the Company and its subsidiaries. Mr. Devlin will serve as the Company's President, principal executive officer, principal financial officer and principal accounting officer in order to oversee the orderly wind down of the Company's operations. Mr. Devlin will receive a monthly consulting fee of $10,000 in connection with this role.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits
Exhibit Number                     Description

     10.1          Amendment No. 2 to Asset Purchase Agreement.

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