UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): August 7, 2019
Horizon Therapeutics Public Limited Company
(Exact name of registrant as specified in its charter)
Ireland | 001-35238 | Not Applicable | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code:011-353-1-772-2100
Check the appropriate box below if the Form8-K filing 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Ordinary shares, nominal value $0.0001 per share | HZNP | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 7, 2019, Horizon Therapeutics plc (“the Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2019. A copy of this press release is attached hereto as Exhibit 99.1.
As previously disclosed in its interim financial statements on Form10-Q for the three months ended March 31, 2019, the Company changed its accounting for business combinations in respect of intangible assets acquired and their related third-party contingent royalties. When accounting for business combinations under ASC Topic 805, Business Combinations, the Company previously separately identified and recorded at fair value intangible assets acquired and their related third-party contingent royalties at the date of acquisition. Third-party contingent royalties are royalties payable to parties other than sellers of the businesses. Effective January 1, 2019, the Company retrospectively changed its accounting for business combinations and is now recording acquired intangible assets and their related third-party contingent royalties on a net basis (“New Method”). The Company changed its accounting principle on the basis that the use of the New Method is preferable, primarily due to improved comparability with the Company’s peers. The “Adjusted Historical Financial Information” that is attached hereto as Exhibit 99.2 presents selected line items from the Company’s annual and quarterly consolidated financial statements for certain historical periods illustrating the effect of the change in accounting principle.
The information in this Item 2.02 and Exhibits 99.1 and 99.2 hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release of Horizon Therapeutics plc, dated August 7, 2019. | |
99.2 | Horizon Therapeutics plc Adjusted Historical Financial Information (Unaudited), dated August 7, 2019. |
SIGNATURES
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: August 7, 2019 | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | |||
By: | /s/ Paul W. Hoelscher | |||
Paul W. Hoelscher | ||||
Executive Vice President and Chief Financial Officer |