UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TOSECTION 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2017
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 Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
This report on Form6-K shall be deemed to be incorporated by reference into the registration statements on FormS-8 (Registration Numbers333-203040,333-210810,333-211512,333-213412,333-214843 and333-216883) and FormF-3 (Registration Numbers333-209336,333-211511 and333-216882) of Ascendis Pharma A/S (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Closing of Warrant Exercise Window
On December 29, 2017, 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 48,241 with the Danish Business Authority, corresponding to an aggregate increase in the Company’s share capital from nominal DKK 36,936,051 to nominal DKK 36,984,292 through the issuance of 48,241 ordinary shares against average cash consideration of approximately US$9.16 per share, based on theEUR-USD exchange rate on December 28, 2017. The Company’s articles of association were amended accordingly and are attached hereto as Exhibit 1.1.
Exhibits
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: December 29, 2017 | | | | By: | | /s/ Michael Wolff Jensen |
| | | | | | Michael Wolff Jensen |
| | | | | | Senior Vice President, General Counsel |