UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549












FORM 40-F












| ̈ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------



|x | Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------





For the fiscal year ended: December 31, 2014 Commission File Number: 001-36734





CIPHER PHARMACEUTICALS
INC.

(Exact name of Registrant as specified in
its charter)



|Ontario, Canada                                                                                                           | 2834                                                                     | N/A                                                            
|------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | ---------------------------------------------------------------
|(Province or other jurisdiction of
                                                        incorporation or organization) | (Primary Standard Industrial Classification
Code Number (if applicable)) | (I.R.S. Employer Identification Number
        (if applicable))



5650 Tomken Road,
Unit 16

Mississauga, Ontario

L4W 4P1

(905) 602-5840



(Address and telephone number of registrant’s
principal executive offices)



CT Corporation

111 Eighth Avenue,
13th Floor

New York, New
York 10011

(212) 590-9331



(Name, address (including zip code) and
telephone number



(including area code) of agent for service
of process in the United States)





Securities registered or to be registered pursuant to Section
12(b) of the Act.



|Title of each class         | Name of each exchange on which registered
|--------------------------- | -----------------------------------------
|Common Shares, no par value | Toronto Stock Exchange                   
|Common Shares, no par value | NASDAQ Global Select Market              



Securities registered or to be registered pursuant to Section
12(g) of the Act. None



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act. None



For annual reports, indicate by check mark the information filed
with this form:





| | xAnnual Information Form | x Audited Annual Financial Statements
| | ------------------------ | -------------------------------------





Indicate the number of outstanding shares of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: 25,672,699 Common Shares, no
par value, as of December 31, 2014



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.



x Yes
 ̈ No



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrant was required to submit and post such files).



 ̈
Yes  ̈ No











Cautionary Statement Regarding Forward-Looking Statements



Certain statements in this Annual Report on Form 40-F (this
“Annual Report”) are forward-looking statements. Please see “Caution Regarding Forward-Looking Statements”
on page 1 of the Annual Information Form for the year ended December 31, 2014 (the “2014 AIF”) of Cipher Pharmaceuticals
Inc. (the “Registrant”), which is filed as Exhibit 99.1 to this Annual
Report.



Disclosure Controls and Procedures and Internal Controls



Disclosure Controls and Procedures



As of December 31, 2014, the Registrant carried out an evaluation,
under the supervision and with the participation of the Registrant’s management, including the Registrant’s Chief Executive
Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Registrant’s disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer
have concluded that, as of such date, the Registrant’s disclosure controls and procedures were effective to give reasonable
assurance that the information required to be disclosed by the Registrant in reports that it files or submits under the Exchange
Act is (i) recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the U.S.
Securities and Exchange Commission (the “Commission”), and (ii) accumulated and communicated to management, including
its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.



Management’s Report on Internal Control Over Financial
Reporting and Attestation Report of the Registered Public Accounting Firm



This Annual Report does not include a report of management’s
assessment regarding internal control over financial reporting or an attestation report of the Registrant’s registered public
accounting firm due to a transition period established by rules of the Commission for newly public companies.



Notice of Pension Fund Blackout Period



The Registrant was not required by Rule 104 of Regulation BTR
to send any notice to any of its directors or executive officers during the fiscal year ended December 31, 2014.





2







Audit Committee Financial Expert



The Registrant’s board of directors has determined that
Stephen Wiseman, an individual serving on the Audit Committee of the Registrant’s board of directors, is an audit committee
financial expert, within the meaning of General Instruction B(8)(b) of Form 40-F, and is independent under the rules of the NASDAQ
Global Market.



The Commission has indicated that the designation of a person
as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations
or liability on such person that are greater than those imposed on members of the Audit Committee and the board of directors who
do not carry this designation or affect the duties, obligations or liability of any other member of the Audit Committee or board
of directors.



Code of Ethics



The Registrant’s Board of Directors has adopted a code
of ethics (the “Code”) that applies to all directors, officers and employees. A copy of the Code may be obtained at
www.cipherpharma.com. The Registrant will provide a copy of the Code without charge to any person who requests a copy by
contacting the Registrant at the address that appears on the cover of this Annual Report.



Principal Accountant Fees and Services



Audit Fees



The aggregate fees billed by PricewaterhouseCoopers LLP, the
Registrant’s external auditor (“PWC”), for the fiscal years ended December 31, 2014 and December 31, 2013, respectively,
for professional services rendered by PWC for the audit of the Registrant’s annual financial statements or services that
are normally provided by PWC in connection with statutory or regulatory filings or engagements for such fiscal years were CDN$122,600
and CDN$94,100, respectively.



Audit-Related Fees



The aggregate fees billed by PWC, for the fiscal years ended
December 31, 2014 and December 31, 2013, respectively, for assurance and related services rendered by PWC reasonably related to
the performance of the audit or review of the Registrant’s financial statements and not reported above were CDN$36,700 and
CDN$35,600, respectively. Such services consisted of reviews of the Registrant’s interim financial statements, the reports
of which are provided to the Audit Committee.



Tax Fees



The aggregate fees billed by PWC for the fiscal years ended
December 31, 2014 and December 31, 2013, respectively, for professional services rendered by PWC for tax compliance, tax advice
and tax planning for such fiscal years were CDN$59,015 and CDN$29,978, respectively. Such services consisted of assistance with
tax compliance and tax planning and advice. Services by tax professionals required in order to comply with Canadian generally accepted
auditing standards are included under “Audit Fees” above.



All Other Fees



The aggregate fees billed by PWC for the fiscal years ended
December 31, 2014 and December 31, 2013, respectively, for other professional services for such fiscal years were CDN$22,500 and
CDN$nil, respectively.



3







Audit Committee Pre-Approval Policies and Procedures



The Audit Committee has not adopted specific policies and procedures
for the engagement of non-audit services by the external auditor. As set out in Section 9.1(d) of the Audit Committee charter,
the Audit Committee approves any non-audit services provided by the external auditor on a case-by-case basis.



Off-Balance Sheet Arrangements



The Registrant does not have any “off-balance sheet arrangements”
(as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have
a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to investors.



Tabular Disclosure of Contractual Obligations



The following is a summary of the Registrant’s contractual
obligations as of December 31, 2014:



|                                                                        |  |  |            |  |  |  | Payments due by period | 
|----------------------------------------------------------------------- |  |  | ---------- |  |  |  | ---------------------- | 
|Contractual Obligations                                                 |  |  | Total      |  |  |  | Less than 1 year       | 
|Long-Term Debt Obligations                                              |  |  | nil        |  |  |  | nil                    | 
|Capital (Finance) Lease Obligations                                     |  |  | nil        |  |  |  | nil                    | 
|Operating Lease Obligations                                             |  |  | US$726,000 |  |  |  | US$132,000             | 
|Purchase Obligations                                                    |  |  | nil        |  |  |  | nil                    | 
|Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet |  |  | nil        |  |  |  | nil                    | 
|Total                                                                   |  |  | US$726,000 |  |  |  | US$132,000             | 





4







Identification of Audit Committee



The information under the heading “Audit Committee Information”
in the 2014 AIF is hereby incorporated by reference herein. Each of the members of the Audit Committee is independent under the
rules of the NASDAQ Global Market.



Mine Safety Disclosure



The Registrant is not currently required to disclose the information
required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.



NASDAQ Exemptions



Pursuant to NASDAQ Rule 5615(a)(3), in connection with the November
2014 listing of its common shares on the NASDAQ Global Market, the Registrant has relied upon an exemption from NASDAQ Rule 5620(c),
requiring that the quorum required for any meeting of holders of common shares be not less than 33 1/3 % of the outstanding common
shares, as its bylaws provide that the quorum required for meetings of holders of common shares is 30%. The Registrant’s
30% quorum requirement is permitted by Ontario law and consistent with commonly accepted practices in Ontario.



Undertaking



The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do
so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation
to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.



Consent to Service of Process



The Registrant has previously filed a Form F-X with the Commission.



5







Signatures



Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereto duly authorized on March 31, 2015.





| | CIPHER PHARMACEUTICALS INC. |                        
| | --------------------------- | -----------------------
| |                             |                        
| | By:                         | /s/
Norman Evans       
| | Name:                       | Norman
Evans           
| | Title:                      | Chief
Financial Officer



EXHIBIT INDEX



|Exhibit No. | Description                                                                                                                                                                                                           
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        | Certification of the Chief Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                              
|            |                                                                                                                                                                                                                       
|31.2        | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|            |                                                                                                                                                                                                                       
|32.1        | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                   
|            |                                                                                                                                                                                                                       
|99.1        | Annual Information Form for the fiscal year ended December 31, 2014                                                                                                                                                   
|            |                                                                                                                                                                                                                       
|99.2        | Audited Financial Statements as of and for the fiscal year ended December 31, 2014 (incorporated by reference to Exhibit 99.2 to the Registrant’s Report on Form 6-K furnished to the Commission on February 25, 2015)
|            |                                                                                                                                                                                                                       
|99.3        | Management’s Discussion and Analysis for the fiscal year ended December 31, 2014 (incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 6-K furnished to the Commission on February 25, 2015)  
|            |                                                                                                                                                                                                                       
|99.4        | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                 





6