As filed with the Securities and Exchange Commission on June 30, 2017
Registration No. 333-206771
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST EFFECTIVE AMENDMENT NO. 2 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
NABRIVA THERAPEUTICS AG
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of Austria
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
225 Liberty Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York Mellon
ADR Division
225 Liberty Street, 21st Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
PART I
INFORMATION REQUIRED IN PROSPECTUS
| Item - 1. | Description of Securities to be Registered |
Cross Reference Sheet
Item Number and Caption
| Location in Form of Receipt Filed Herewith as Prospectus
| |||
1. Name and address of depositary
| Introductory Article | |||
2. Title of American Depositary Receipts and identity of deposited securities
| Face of Receipt, top center | |||
Terms of Deposit:
| ||||
| (i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner | |||
| (ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 | |||
| (iii) The collection and distribution of dividends | Articles number 4, 12, 13, 15 and 18 | |||
| (iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 | |||
| (v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 | |||
| (vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 | |||
| (vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 | |||
| (viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 | |||
| (ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 22 | |||
| (x) Limitation upon the liability of the depositary | Articles number 14, 18, 21 and 22 | |||
3. Fees and Charges
| Articles 7 and 8 | |||
| Item - 2. | Available Information | |||
| Public reports furnished by issuer | Article number 11 | |||
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.Exhibits
| a. | Form of Deposit Agreement dated as of September 17, 2015, among Nabriva Therapeutics AG, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed previously. |
| b. | Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable. |
| c. | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above. |
| d. | Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously. |
| e. | Certification under Rule 466. – Filed herewith as Exhibit 5. |
Item - 4.
Undertakings
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 30, 2017.
Legal entity created by the agreement for the issuance of American Depositary Shares for Common Shares, of Nabriva Therapeutics AG
By: The Bank of New York Mellon,
As Depositary
By:/s/ Robert W. Goad
Name: Robert W. Goad
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Nabriva Therapeutics AGhas caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Vienna, Austria on June 30, 2017.
NABRIVA THERAPEUTICS AG
By:/s/ Colin Broom
Name: Colin Broom
Title: Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints Colin Broom and Gary Sender, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 30, 2017.
/s/ Daniel Burgess | /s/ Colin Broom | |
| Daniel Burgess | Colin Broom | |
| Chairman of the Supervisory Board | Chief Executive Officer | |
| (Principal Executive Officer) | ||
/s/ Axel Bolte | /s/ Gary Sender | |
| Axel Bolte | Gary Sender | |
| Deputy Chairman of the Supervisory Board | Chief Financial Officer | |
| (Principal Financial and Accounting Officer | ||
/s/ Mark Corrigan | /s/ Colin Broom | |
| Mark Corrigan | Colin Broom | |
| Supervisory Board Member | Authorized Representative in the United | |
| States | ||
/s/ Chau Quang Khuong | ||
| Chau Quang Khuong | ||
| Supervisory Board Member | ||
/s/ George H. Talbot | ||
| George H. Talbot | ||
| Supervisory Board Member | ||
/s/ Charles A. Rowland, Jr. | ||
| Charles A. Rowland, Jr. | ||
| Supervisory Board Member | ||
/s/ Stephen Webster | ||
| Stephen Webster | ||
| Supervisory Board Member | ||
INDEX TO EXHIBITS
Exhibit
NumberExhibit
| 5 | Certification under Rule 466. |