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 October, 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 and 333-211511) 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Pharma A/S (the “Company”) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Underwriting Agreement
On October 18, 2016, Ascendis Pharma A/S (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 6,315,789 American Depositary Shares (the “ADSs”), each of which represents one ordinary share of the Company, DKK 1 nominal value per share, to the Underwriters (the “Offering”). The ADSs were sold at a public offering price of $19.00 per ADS, and were purchased by the Underwriters from the Company at a price of $17.86 per ADS. Under the terms of the Underwriting Agreement, the Company granted the Underwriters the right, for 30 days, to purchase up to 947,368 additional ADSs at the public offering price.
The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form F-3 (Registration No. 333-211511).
On October 24, 2016, the Offering closed and the Company completed the sale and issuance of an aggregate of 6,315,789 ADSs. The Company received net proceeds from the Offering of approximately $112.0 million, after deducting the Underwriters’ commissions and estimated offering expenses payable by the Company.
Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. All of the Company’s directors and executive officers and certain shareholders, for a period of 60 days, and the Company, for a period of 90 days, also agreed not to sell or transfer any Common Stock held by them for 60 days after October 18, 2016 without first obtaining the written consent of the Representatives on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of Mazanti-Anderson Korsø Jensen relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
In connection with the Offering, the Company amended its Articles of Association to provide for the issuance and sale of the ADSs. A copy of the amended Articles of Association is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
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.
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| | | | Ascendis Pharma A/S |
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| Date: October 24, 2016 | | | | By: | | /s/ Michael Wolff Jensen |
| | | | | | Michael Wolff Jensen |
| | | | | | Chairman and Senior Vice President, General Counsel |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated as of October 18, 2016, by and among the Company and the Representatives. |
| |
| 3.1 | | Articles of Association. |
| |
| 5.1 | | Opinion of Mazanti-Anderson Korsø Jensen. |
| |
| 23.1 | | Consent of Mazanti-Andersen Korsø Jensen (included in Exhibit 5.1). |
