UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2016
Commission File Number: 001-36815
Ascendis Pharma A/S
(Exact Name of Registrant as Specified in Its Charter)
Tuborg Boulevard 5
DK-2900 Hellerup
Denmark
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-203040, 333-210810, 333-211512 and 333-213412) and Form F-3 (Registration Numbers 333-209336 and333-211511) of Ascendis Pharma A/S (the “Company”) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Updated Company Disclosure
Attached hereto as Exhibit 99.1 is an updated disclosure about the business of the Company, which is incorporated herein by reference.
Closing of Warrant Exercise Window
On September 29, 2016, an exercise window closed for the Company’s outstanding warrants exercisable for the Company’s ordinary shares, nominal value DKK 1. In connection with the exercises of certain of such warrants during this exercise window, the Company registered aggregate share capital increases of nominal DKK 16,313 with the Danish Business Authority, corresponding to an aggregate increase in the Company’s share capital from nominal DKK 25,193,221 to nominal DKK 25,209,534 through the issuance of 16,313 ordinary shares against average cash consideration of approximately US$8.86 per share, based on the EUR-USD exchange rate on September 29, 2016. The Company’s articles of association were amended accordingly and are attached hereto as Exhibit 1.1.
Exhibits
Reference is made to the Exhibit Index included hereto.
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.
| | | | | | |
| | Ascendis Pharma A/S |
| | | |
| Date: September 30, 2016 | | | | By: | | /s/ Michael Wolff Jensen |
| | | | Michael Wolff Jensen |
| | | | Chairman and Senior Vice President, General Counsel |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Articles of Association. |
| |
| 99.1 | | Summary Description of Business. |
