UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2016
Commission File Number 001-37558
NABRIVA THERAPEUTICS AG
(Translation of registrant’s name into English)
Leberstrasse 20
1110 Vienna, Austria; Tel: +43 (0)1 740 930
(Address of principal executive office)
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 x FORM 40-F o
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): o
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): o
Annual General Meeting Results
On August 25, 2016, Nabriva Therapeutics AG (the “Company”) held its 2016 annual general meeting (“AGM”) of common shareholders. All of the resolutions duly proposed in the Convocation Notice of the AGM, which was previously sent to shareholders, were duly approved at the AGM.
The voting results for each of the resolutions is set forth below. The details of the resolutions are described in the Convocation Notice of the AGM, an English language translation of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
| | For | | Against | | Abstain | | % of votes
cast in favor | |
Resolution 2 | | 1,084,843 | | 24,142 | | 181 | | 97.8% | |
Resolution 3 | | 1,083,119 | | 24,594 | | 211 | | 97.8% | |
Resolution 4 | | 1,084,361 | | 24,594 | | 211 | | 97.8% | |
Resolution 5 | | 1,085,232 | | 23,845 | | 89 | | 97.9% | |
Resolution 6 | | 1,005,332 | | 103,718 | | 116 | | 90.6% | |
Resolution 7 | | 1,004,952 | | 103,948 | | 266 | | 90.6% | |
Resolution 8 | | 1,005,210 | | 103,780 | | 176 | | 90.6% | |
Resolution 9 | | 1,005,192 | | 103,738 | | 236 | | 90.6% | |
Resolution 10 | | 1,005,192 | | 103,738 | | 236 | | 90.6% | |
Resolution 11 | | 1,004,978 | | 103,938 | | 250 | | 90.6% | |
Resolution 12 | | 1,004,815 | | 104,096 | | 255 | | 90.6% | |
Resolution 13 | | 1,005,199 | | 103,761 | | 296 | | 90.7% | |
Resolution 14 (Election of supervisory board nominees) | | | | | | | | | |
Axel Bolte | | 1,108,443 | | 577 | | 146 | | 99.9% | |
George Talbot | | 1,084,788 | | 24,232 | | 146 | | 97.8% | |
Charles A. Rowland, Jr. | | 1,108,453 | | 567 | | 146 | | 99.9% | |
Chau Khuong | | 1,084,768 | | 24,252 | | 146 | | 97.8% | |
Daniel Burgess | | 1,108,443 | | 577 | | 146 | | 99.9% | |
Mark Corrigan | | 1,084,768 | | 24,252 | | 146 | | 97.8% | |
Stephen W. Webster | | 1,108,413 | | 607 | | 146 | | 99.9% | |
Annual financial statement as of December 31, 2015 prepared in accordance with Austrian generally accepted auditing standards, as well as the management report and the report of the supervisory board in accordance with section 96 Austrian Stock Corporation Act for the business year 2015 (the “Austrian Annual Report”) and additional materials related to the AGM (collectively, the “AGM Materials”) are available on the investor relations section of the Company’s website under “Events and Presentations — Shareholder Information” at http://investors.nabriva.com. The information contained on, or that can be accessed from, the Company’s website is not incorporated by reference into and does not form part of this Form 6-K.
Foreign Private Issuer Status
The Company has determined that, as of June 30, 2016, it no longer qualified as a “foreign private issuer” under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The Company made the determination based on the fact that, as of June 30, 2016, more than 50 percent of its outstanding voting securities were directly or indirectly owned of record by residents of the United States and a majority of its executive officers were U.S. citizens or residents.
As a result, beginning January 1, 2017, the Company anticipates that its future annual filings with the SEC will be made on Form 10-K (including its annual report for the year ending December 31, 2016) rather than on Form 20-F. In addition, commencing on January 1, 2017, the Company plans to expand its reporting consistent with that of a domestic U.S. filer, including filing quarterly reports on Form 10-Q and current reports on Form 8-K. The Company will also be subject to SEC rules governing the solicitation of proxies, consents or authorizations in respect of a
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security registered under the Securities Exchange Act of 1934 (the “Exchange Act”); the provisions of Regulation Fair Disclosure, which regulate the selective disclosure of material information; and the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” transactions in the Company’s equity securities. In addition, beginning January 1, 2017, we will also be subject to the NASDAQ Stock Market listing requirements applicable to domestic U.S. issuers.
The information contained in this Form 6-K, Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, or 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.
Exhibits
99.1 Convocation Notice of Annual General Meeting dated July19, 2016
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, thereunto duly authorized.
| | NABRIVA THERAPEUTICS AG |
| | |
| By: | /s/ Colin Broom |
| | Colin Broom |
| | Chief Executive Officer |
Date: August 29, 2016
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