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

May 29, 2019

Date of report (Date of earliest event reported)

_______________________

Valeritas Holdings, Inc.

(Exact name of registrant as specified in its charter)

________________________

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	VLRX	The Nasdaq Capital Market

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Item 2.02. Results of Operations and Financial Condition.

On May 29, 2019, Valeritas Holdings, Inc. (the "Company") issued a press release (i) announcing that it will participate in this year’s American Diabetes Association’s (ADA) 79th Scientific Sessions at the Moscone Center in San Francisco, CA, on June 7-11, 2019; and (ii) reiterating its previously announced preliminary revenue guidance for the second quarter and full year of 2019 (described in further detail under Item 8.01 below). The Company is furnishing a copy of the press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Information.

On May 29, 2019, the Company reiterated the following preliminary guidance for the second quarter and full year of 2019: revenue for the second quarter of 2019 is projected to be between $7.4 million and $7.6 million, and annual revenue for 2019 is expected to be between $31.0 million and $34.0 million. The Company also announced that it now expects its cash, cash equivalents and investments to be approximately $27 million on June 30, 2019, as compared to the original estimate of $25 million that it announced previously. Aside from the projected change in cash, cash equivalents and investments, the Company does not expect any significant changes from its second quarter 2019 guidance that it released on May 9, 2019, as follows: (i) gross margin is expected to be between 49% and 50% for the second quarter; and (ii) operating expense for the second quarter is expected to be approximately $17 million, with total liabilities consistent with March 31, 2019.

Set forth above are certain preliminary revenue and gross profit estimates for the three and six months ended June 30, 2019 and the Company’s expected cash balance at June 30, 2019. These preliminary results represent the Company’s estimates only based on currently available information and do not present all necessary information for an understanding of the Company’s financial condition as of June 30, 2019 or the Company’s results of operations for the three and six months ended June 30, 2019. As the Company completes its quarter-end close process and finalizes its second quarter 2019 unaudited financial statements, the Company will be required to make significant judgments in a number of areas. This financial information has been prepared by and is the responsibility of the Company’s management. The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary data or the accounting treatment thereof and does not express an opinion or any other form of assurance with respect thereto.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated May 29, 2019.

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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: May 29, 2019	By: s/ John E. Timberlake
	Name: John E. Timberlake
	Title: Chief Executive Officer

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