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

March 1217, 2020

Date of report (Date of earliest event reported)

_______________________

Valeritas Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-38038		46-5648907
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

750 Route 202, Suite 600 Bridgewater, NJ (Address of principal executive offices)		08807 (Zip Code)

Registrant's telephone number, including area code (908) 927-9920 (Former name or former address, if changed since last report) ________________________

Check the appropriate box below if the Form 8‑K is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:



☐	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))

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 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

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, par value $0.001 per value	VLRXQ	OTC Pink

Item 21.0301 ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

On March 1217, 2020, ~~the~~Valeritas ~~United~~Holdings, ~~States~~Inc. ~~Bankruptcy Court for the District of Delaware~~ (the “~~Bankruptcy Court~~Company”) ~~entered~~and ancertain ~~order~~of its subsidiaries (together, the “~~DIP Order~~Sellers”) ~~granting~~entered ~~final~~into ~~approval~~Amendment ofNo. ~~the~~1 ~~Company’s~~ (as“Amendment ~~defined~~No. ~~below~~1”) ~~senior~~to ~~secured~~that ~~priming~~certain ~~debtor-in-possession~~Asset ~~financing~~Purchase ~~facility~~Agreement, ~~(the~~dated ~~“DIP~~as ~~Facility”)~~of February 9, 2020, by and among ~~Valeritas~~Zealand ~~Holdings~~Pharma A/S, ~~Inc.~~as stalking horse bidder (the “~~Company~~Purchaser”), and ~~certain~~the ofSellers ~~its subsidiaries~~ (the “~~Sellers~~Purchase Agreement”), aspursuant ~~borrower,~~to which the ~~Lenders~~Company ~~(as~~will ~~defined~~sell ~~therein)~~substantially ~~party~~all ~~thereto,~~of ~~and~~its HBassets ~~Fund~~to ~~LLC~~Purchaser at closing, asassuming final approval by the bankruptcy court (the “~~DIP~~Asset ~~Lender.~~Sale”). Amendment ~~Under~~No. 1 amends the ~~terms~~Purchase ofAgreement ~~the~~to, ~~DIP~~among ~~Order~~other things, narrow the ~~Company~~scope of certain claims or causes of action that will ~~have~~be ~~access~~assumed toby ~~the~~Purchaser ~~full~~at ~~$12.0~~closing ~~million~~of ~~DIP~~the ~~Facility~~Asset Sale.

~~Item~~The 8foregoing description of Amendment No.~~01 Other~~ ~~Events~~1 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.

~~The~~Item Bankruptcy Court is scheduled to hear a motion, on March 20, 2020, to issue an order approving the sale by the Company of substantially all of its assets (the “Asset Sale”) to Zealand Pharma A/S (“Zealand”) pursuant to that certain asset purchase agreement, dated as of February 9,.01 ~~2020,~~Financial byStatements and ~~among the Sellers and Zealand, as the stalking horse bidder~~Exhibits. ~~The Company received no other bids by the bid deadline of March 12, 2020. Assuming approval by the Bankruptcy Court, the Asset Sale is expected to close on or around April 3, 2020.~~

(d) Exhibits



Exhibit Number		Description

10.1		Amendment No.1 to Asset Purchase Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Valeritas Holdings, Inc.

Dated: March 1618, 2020 By: s/ John E. Timberlake

Name: John E. Timberlake

Title: Chief Executive Officer

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