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): February 25, 2016

POZEN INC.

(Exact name of registrant as specified in its charter)

Delaware		000-31719		62-1657552
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1414 Raleigh Road, Suite 400
Chapel Hill, North Carolina		27517
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (919) 913-1030

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:

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))

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

As previously reported, on June 8, 2015, POZEN Inc., a Delaware corporation (“Pozen”) entered into an Agreement and Plan of Merger and Arrangement (the “Original Merger Agreement”) by and among Pozen, ~~held~~Tribute Pharmaceuticals Canada Inc., a ~~Special~~corporation ~~Meeting~~organized under the laws of ~~Stockholders~~the atProvince of Ontario (“Tribute”), Aguono Limited, (which was renamed Aralez Pharmaceuticals Limited and subsequently renamed Aralez Pharmaceuticals plc in connection with its re-registration as a public limited company under the ~~offices~~laws of ~~DLA~~Ireland ~~Piper~~(“Aralez ~~LLP~~Ireland”)), Trafwell Limited (which was renamed Aralez Pharmaceuticals Holdings Limited), a private limited company incorporated in Ireland (“Holdings”), ARLZ US Acquisition Corp., a Delaware corporation, and ARLZ CA Acquisition Corp., a corporation incorporated under the laws of the Province of Ontario (“Can Merger Sub”), ~~1251~~which ~~Avenue~~was amended by Amendment No. 1 to Agreement and Plan of Merger and Arrangement, dated as of August 19, 2015 (“Amendment No. 1 to the ~~Americas~~Original Merger Agreement”), ~~New~~by ~~York~~and among Aralez Ireland, NYPozen, ~~10020~~Tribute, onHoldings, ~~Tuesday~~ARLZ US Acquisition Corp., ~~February~~ARLZ US Acquisition II Corp., a Delaware corporation (“US Merger Sub”) and Can Merger Sub, and was further amended by Amendment No. 2 to Agreement and Plan of Merger and Arrangement, ~~2016~~dated as of December 7, 2015 (“Amendment No. 2 to the Original Merger Agreement” and, together with the Original Merger Agreement and Amendment No. 1 to the original merger agreement, the “~~Special~~Merger ~~Meeting~~Agreement”), by and among Aralez Pharmaceuticals Inc. At, company formed under the ~~Special~~laws ~~Meeting,~~of the ~~following~~Province ~~matters~~of ~~were~~British ~~submitted~~Columbia, toCanada (“Aralez”), Aralez Ireland, Pozen, Tribute, Holdings, US Merger Sub and Can Merger Sub, whereby, among other things, Aralez was added as a ~~vote~~party in place of ~~stockholders:~~Aralez Ireland, which was removed as a party to the Merger Agreement.

~~1. A~~On ~~proposal~~February 5, to2016, ~~adopt~~pursuant to the Merger Agreement, (1) Can Merger Sub and ~~Plan~~Tribute ofamalgamated ~~Merger~~by ~~and~~way ~~Arrangement~~of asa ~~entered~~court ~~into~~approved onplan ~~June 8,~~of ~~2015~~arrangement ~~and~~under asCanadian ~~amended~~law on(the ~~August 19~~“Arrangement”), ~~2015~~resulting in Tribute and ~~December 7,~~Can ~~2015~~Merger ~~among~~Sub ~~Pozen,~~continuing ~~Tribute~~as ~~Pharmaceuticals~~one ~~Canada Inc.~~corporation (“~~Tribute~~Amalco”), ~~Aralez~~and ~~Pharmaceuticals Inc.~~ (~~“Parent”~~2), US ~~Aralez~~Merger ~~Pharmaceuticals~~Sub ~~Holdings~~merged ~~Limited,~~with ~~ARLZ~~and USinto ~~Acquisition~~Pozen, IIwith ~~Corp.,~~Pozen ~~and~~as ~~ARLZ~~the CAsurviving ~~Acquisition~~corporation ~~Corp.,~~in the merger (the “Merger ~~Agreement~~”), and, totogether ~~approve~~with the ~~transactions~~Arrangement, ~~contemplated thereby (~~the “Transactions”). Following consummation of the Transactions, each of Pozen and Amalco became indirect wholly owned subsidiaries of Aralez.

~~2. A~~Pursuant ~~proposal~~ to ~~approve~~ the ~~issuance~~Arrangement, byTribute ~~Parent,~~shareholders ofreceived 0.1455 common shares of ~~Parent~~Aralez, no par value per share (the “~~Parent~~Aralez Shares”) toin beexchange ~~exchanged,~~for ~~following~~each ~~the~~Tribute ~~effective time of the arrangement contemplated by the Merger Agreement, for~~ common ~~shares of Tribute~~share, no par value per share (the “Tribute Shares”), atheld aby ~~price~~such ~~per~~shareholders. At ~~share,~~the ~~subject~~effective totime ~~certain~~of ~~adjustments, equal to (a)~~ the ~~lesser of (i) $7.20~~Merger, ~~and~~each ~~(ii) a 5% discount off the five day volume weighted average price as reported on Bloomberg Financial Markets per~~ share of Pozen common stock, $0.001 par value per share (the “Pozen Common Stock”), ~~calculated~~was ~~over~~cancelled ~~the~~and ~~five~~automatically ~~trading~~converted ~~days~~into ~~immediately preceding~~ the ~~date~~right ~~of closing of the merger, not~~ to bereceive ~~less~~one ~~than~~Aralez ~~$6.25~~Common ~~(the “Equity Price”), multiplied by (b) 0~~Share.1455 (the “Equity Financing”). The Equity Price, after giving effect to the merger and arrangement, may be a price that is less than the greater of book or market value, which, together with the issuance of certain convertible notes in the Debt Financing, as defined below, equals 20% or more of the Parent Shares or 20% or more of the voting power outstanding before such issuance by Parent.

~~3. A~~The ~~proposal~~Aralez toCommon ~~approve~~Shares ~~the~~issued ~~issuance~~to bystockholders ~~Parent,~~of ~~after~~Pozen ~~giving~~in ~~effect~~connection towith the ~~merger~~Merger ~~and~~were ~~arrangement~~registered ~~contemplated~~under by the ~~Merger~~Securities ~~Agreement,~~Act of ~~Parent~~1933, ~~Shares~~as ~~upon~~amended (the ~~conversion~~“Securities ofAct”) ~~convertible~~pursuant ~~notes~~to atAralez’s aregistration ~~conversion~~statement ~~price~~on ~~equal~~Form S-4 to(File ~~a 32~~No.5% 333-208523) ~~premium to~~ (the ~~Equity~~“Registration ~~Price~~Statement”) tofiled bewith ~~determined~~the ~~immediately~~Securities ~~prior~~and toExchange Commission (the ~~date~~“SEC”) ofwhich ~~closing~~was ofdeclared ~~the~~effective ~~merger~~on ~~contemplated~~December 28, by2015. ~~the~~The ~~Merger~~definitive ~~Agreement~~proxy ~~(the~~statement/prospectus ~~“Merger”)~~of Aralez and Pozen, ~~which~~dated December 28, ~~together~~2015 ~~with~~that forms a part of the ~~issuance~~Registration byStatement ~~Parent~~contains ofadditional ~~Parent~~information ~~Shares~~about inthe ~~exchange~~Transactions ~~for~~and ~~Tribute~~the ~~Shares~~other intransactions contemplated by the ~~Equity~~Merger ~~Financing~~Agreement, ~~equals~~including ~~20%~~a ordescription ~~more~~ of the ~~Parent~~treatment ~~Shares~~of orequity ~~20%~~awards orand ~~more~~information ofconcerning the ~~voting~~interests ~~power~~of ~~outstanding~~directors, ~~before~~executive ~~such~~officers ~~issuance~~and byaffiliates ~~Parent~~of ~~(the~~Pozen ~~“Debt~~in ~~Financing”)~~the Transactions.

4Pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Aralez is the successor issuer to Pozen. A ~~proposal~~The Aralez Common Shares are deemed to ~~approve~~be registered under Section 12(b) of the Exchange Act, and Aralez is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder. The Aralez Common Shares were approved for listing on aThe ~~non-binding~~NASDAQ ~~advisory~~Global ~~basis~~Market (“NASDAQ”), ~~certain~~and ~~compensatory~~will ~~arrangements~~begin ~~between~~trading ~~Pozen~~under the symbol “ARLZ” on or about February 8, 2016, and ~~its~~are ~~named~~conditionally ~~executive~~approved ~~officers~~for ~~relating~~listing toon the ~~Merger~~Toronto Stock Exchange (“TSX”) under the symbol “ARZ” and will begin trading on or about February 10, 2016.

~~5. A proposal to approve the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan.~~2

AtPrior to the ~~close~~Transactions, Pozen Common Stock was registered pursuant to Section 12(b) of ~~business~~the Exchange Act and listed on ~~December 23~~NASDAQ, ~~2015,~~and Tribute Common Shares were listed on TSXV. Pozen has requested that NASDAQ file with the ~~record~~SEC ~~date~~a Form 25 to terminate Pozen’s reporting obligations under Section 12(b) of the Exchange Act for the ~~determination~~Pozen ofCommon ~~stockholders~~Stock. Pozen ~~entitled~~will tothen ~~vote~~file ata Form 15 with the ~~Special~~SEC ~~Meeting,~~to ~~there~~terminate ~~were~~its ~~32,765,541~~reporting ~~shares~~obligations under Section 12(g) of the Exchange Act for the Pozen Common Stock ~~outstanding~~ and ~~entitled~~ to ~~vote~~suspend atits reporting obligations under Section 15(d) of the ~~Special~~Exchange ~~Meeting~~Act for the Pozen Common Stock. Tribute ~~The~~will ~~holders~~file ofa ~~21,369,086~~Form 15 ~~shares~~with the SEC to terminate its reporting obligations under Section 12(g) of ~~Pozen~~the Exchange Act for the Tribute Common ~~Stock~~Shares ~~were~~and ~~represented~~to insuspend ~~person~~its orreporting byobligations ~~proxy~~under atSection 15(d) of the ~~Special~~Exchange ~~Meeting,~~Act ~~constituting~~for athe ~~quorum~~Tribute Common Shares.

AtThe foregoing description of the ~~Special~~Merger ~~Meeting,~~Agreement ~~all~~and ~~proposals~~the ~~submitted~~Transactions do not purport to be complete and are qualified in their entirety by reference to the ~~stockholders~~full text of the following, each incorporated herein by reference: the Original Merger Agreement filed as Exhibit 2.1 to Pozen’s ~~were~~current ~~approved~~report filed on Form 8-K dated as of June 11, 2015, and Amendment No. 1 to the Original Merger Agreement and Amendment No. 2 to the Original Merger Agreement, filed as Exhibits 2.1 and 2.2, respectively, to Pozen’s current report filed on Form 8-K dated as of December 8, 2015.

2Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~The~~Prior ~~results~~to the Transactions, Pozen Common Stock was registered pursuant to Section 12(b) of the ~~stockholder~~Exchange ~~votes~~Act and listed on NASDAQ under the symbol “POZN.” As a result of the Transactions, each share of Pozen common stock was cancelled and automatically converted into the right to receive one Aralez Common Share. Pozen has requested that NASDAQ file a Form 25 to withdraw Pozen’s common shares from listing and terminate Pozen’s reporting obligations under Section 12(b) of the Exchange Act for Pozen Common Stock. Pozen Common Stock will be suspended from trading on the NASDAQ as of close of business on February 5, 2016. Pozen intends to file a Form 15 with ~~respect~~the SEC to ~~each~~terminate its reporting obligations under Section 12(g) of the ~~proposals~~Exchange ~~described~~Act ~~above~~for Pozen Common Stock and suspend its reporting obligations under Section 15(d) of the Exchange Act for Pozen Common Stock. The information set forth in Item 2.01 of this Current Report on Form 8-K is asincorporated ~~follows:~~by reference into this Item 3.01.

~~Proposal~~Item 13. ~~Adoption~~03. ofMaterial ~~the~~Modification ~~Merger~~to ~~Agreement~~Rights ~~and approval~~ of ~~the Transactions.~~Securityholders

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
20,909,537		427,176		32,373		—

In connection with the Transactions, on February 5, 2014, each share of Pozen common stock was cancelled and automatically converted into the right to receive one Aralez Common Share. The rights of holders of Aralez Common Shares are governed by the Business Corporations Act (British Columbia) (the “BCBCA”) and by Aralez’s Amended and Restated Articles, included as exhibit 3.2 to the Registration Statement and incorporated herein by reference. The description of the Aralez Common Shares and the rights of shareholders under the BCBCA are contained under the caption “Comparison of the Rights of Parent Shareholders and Pozen Stockholders” in the Registration Statement, and are incorporated herein by reference.

~~Proposal~~Item 25. ~~Approval~~03. Amendments to Articles of ~~the~~Incorporation ~~Equity~~or ~~Financing.~~Bylaws; Change in Fiscal Year

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
17,606,896		3,730,817		31,373		—

On February 5, 2016, in connection with the consummation of the Transactions, Pozen amended and restated its Certificate of Incorporation. The Second Amended and Restated Certificate of Incorporation of Pozen is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

~~Proposal~~ 3~~. Approval of the Debt Financing.~~

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
20,741,053		593,760		34,273		—

Item 9.01 Financial Statements and Exhibits.

~~Proposal 4~~(d) Exhibits. ~~Advisory~~ ~~vote to approve certain compensatory arrangements between Pozen and its named executive officers relating to the Merger:~~

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
2.1	Agreement and Plan of Merger and Arrangement, dated as of June 8, 2015, by and among Tribute Pharmaceuticals Canada Inc., Aguono Limited, Trafwell Limited, ARLZ US Acquisition Corp., ARLZ CA Acquisition Corp. and POZEN Inc. (incorporated by reference Exhibit 2.1 to POZEN Inc.’s Current Report on Form 8-K filed June 11, 2015).
16,368,598	4,802,223	198,265	—
2.2	Amendment No. 1 to the Agreement and Plan of Merger and Arrangement, dated as of August 19, 2015, by and among Tribute Pharmaceuticals Canada Inc., Aralez Pharmaceuticals Limited, Trafwell Limited, ARLZ US Acquisition Corp., ARLZ CA Acquisition Corp., ARLZ US Acquisition II Corp. and POZEN Inc. (incorporated by reference Exhibit 2.1 to POZEN Inc.’s Current Report on Form 8-K filed December 8, 2015).
2.3	Amendment No. 2 to the Agreement and Plan of Merger and Arrangement, dated as of December 7, 2015, by and among Tribute Pharmaceuticals Canada Inc., Aralez Pharmaceuticals plc, Aralez Pharmaceuticals Inc., Aralez Pharmaceuticals Holdings Limited, ARLZ US Acquisition II Corp., ARLZ CA Acquisition Corp. and POZEN Inc. (incorporated by reference to Exhibit 2.2 to POZEN Inc.’s Current Report on Form 8-K filed December 8, 2015).
3.1	Second Amended and Restated Certificate of Incorporation of POZEN Inc.
99.1	Press Release issued by POZEN Inc. on February 5, 2016.

~~Proposal 5. Approval of the Aralez Pharmaceuticals Inc. 2016 Long-Term Incentive Plan:~~4

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
17,221,717		3,938,702		208,667		—

SIGNATURE

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits.

Date: February 5, 2016	POZEN INC.

	By:	/s/ Scott Charles
		Scott Charles
		Chief Financial Officer

~~99.1 Press Release issued by POZEN Inc. on February 2, 2016.~~5

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: February 2, 2016	POZEN INC.
	By:	/s/ Scott Charles
		Scott Charles
		Chief Financial Officer

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